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General Capital Limited (previously Mykco Limited) Annual Report For the year ended 31 March 2019

Contents Directors’ Profiles 2-3 Directors’ Report 4-8 Corporate Governance Statement 9-18 Independent Auditors’ Report 19-25 Consolidated Financial Statements: Consolidated Statement of Comprehensive Income 26 Consolidated Statement of Financial Position 27 Consolidated Statement of Changes in Equity 28 Consolidated Statement of Cash Flows 29 Notes to the Consolidated Financial Statements 30-68 Shareholder and Statutory Information 69-75 Corporate Directory 76

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Directors’ Profiles

REWI HAMID BUGO B.Sc., M.Com. Non-Executive Chairman

Rewi Hamid Bugo has been a Non-executive Director of General Capital Limited (formerly Mykco Limited) since 13 June 2017 and was elected Chairman of the Board of Directors following the acquisition of Corporate Holdings Limited in August 2018. Mr Bugo is a graduate of the University of Canterbury, Christchurch, where he obtained a Bachelor of Science in Management Science and a Master of Commerce in Business Administration. He has business experience in several sectors including oil and gas, property development, insurance broking and travel and tourism.

Mr Bugo sits on the Board of several private companies in Malaysia and New Zealand and is Vice Chairman of the Sarawak Chapter of the Malaysia New Zealand Chamber of Commerce.

BRENT DOUGLAS KING, BCom, CA, CMA, RFA Managing Director Brent Douglas King has been the Managing Director of General Capital Limited (formerly Mykco Limited) and its subsidiaries since 3 August 2018. Prior to that date, Mr King was a non-executive Director since 30 September 2011. He was also the founder and Managing Director of the Dorchester Group of Companies for seventeen (17) years until he resigned in 2005. He holds a number of public and private directorships. He has more than twenty-five (25) years’ experience in financial, investment banking, underwriting, capital raising and accounting areas and has assisted a number of public and private companies.

HUEI MIN LIM, LLB (Hons), MNZM, MInstD Non-executive Independent Director Huei Min Lim (also known as Lyn Lim) is a Non-Executive Director of General Capital Limited (formerly Mykco Limited) and has been since 21 December 2011. She is a director of NZX Listed Restaurant Brands New Zealand Limited and is on the Boards of the AUT University (as a Council Member), the Auckland Regional Amenities Funding Board and various private companies. She was formerly on the board of ASB Community Trust Limited and Foundation North.

Lyn is a founding partner of Forest Harrison, a legal firm that she started in 2006 after being a partner of a national legal firm for 9 years. Lyn specialises in corporate and governance issues, particularly in dispute resolution areas.

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Directors’ Profiles (Continued)

GRAEME IAIN BROWN BCom Non-executive Independent Director

Graeme is a graduate of the University of Otago where he obtained a Bachelor of Commerce. He has over 20 years’ experience in the Malaysian plantation industry. He has been the Managing Director of Keresa Plantations Sdn. Bhd. since 1997. Keresa Plantations is one of just a few RSP0 certified plantations in Sarawak. Graeme also founded Keresa Mill Sdn. Bhd. in 2005, which has been a pioneer in the successful implementation of advanced milling technologies for FFB processing. Graeme was also a co-founder in 2007 and joint Chief Executive Officer of Asian Plantations Limited, which was sold to a Malaysian corporation for RM1.2 billion in 2015. Graeme has been an Executive Director of Sarawakiana Realty Sdn. Bhd., a

property company, since 1996, and Malesiana Tropicals Sdn. Bhd., a tissue culture company, since 2000 as well as being a Director of several private companies, including Rajang Wood Sdn. Bhd., a plantation holding company, since 1996.

SIMON JOHN MCARLEY LLB(Hons) Non-executive Independent Director

Simon graduated from Victoria University, Wellington in 1984 with an LLB (Hons). Simon is a lawyer by training who specialises in corporate governance and risk. After almost 20 years in private practice with Kensington Swan, specialising in banking and securities law, Simon took up regulatory positions with NZX as acting Head of Regulation and the (then) Securities Commission as acting Director Primary Markets. Simon went on to join the Serious Fraud Office (SFO) as General Manager Capital Markets and Corporate Fraud in 2011 where

he had responsibility for the successful investigation and prosecution of finance sector fraud uncovered by the GFC. After 12 months as acting Director of the SFO, Simon left the SFO in late 2013 and has since been consulting with government and private sector entities on governance and risk management issues. Simon has also held governance positions with commercial and not for profit entities. Simon is a Chartered member of the Institute of Directors and a member of the New Zealand Law Society, Simon is also a keen sailor and has extensive coastal and blue water experience.

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Directors’ Report The Year to 31 March 2019 was a very active year for General Capital Limited (formerly Mykco Limited). We have had an extremely busy last 18 months. It has been very positive for shareholders and prospects for the future look exciting. We deal with the position in three separate areas.

1.0 Recent History: the strategic decisions taken including the structural achievements; 2.0 The Accounts to 31 March 2019; and 3.0 The Outlook: including plans and expectations.

1.0 Recent History We had advised shareholders that we were searching for a new investment and that we had found one that met our objectives of a business that was cash flow positive, profitable and had strong prospects. At the time of the last Annual Report, Mykco Limited held a conditional agreement to purchase all of the shares in Corporate Holdings Limited that we did not already own. The steps completed since that time are as follows:

• 3 August 2018 - Mykco Limited settled the purchase of Corporate Holdings Limited the parent company of General Finance Limited and Investment Research Group Limited.

• 3 August 2018 - Mykco Limited changed its name to General Capital Limited (“GCL” or “General Capital”).

• 12 October 2018 - Mr. Rewi Bugo was appointed as Chairman of the Board of Directors of General Capital.

• 15 October 2018 – General Capital Announced capital raising plan including: ➢ Placement of 26.0m shares at 6.75cps (NB: actual placements were 27.5m shares in Dec 19); ➢ A Share Purchase Plan for shareholders of up to $15,000 per shareholder; and ➢ Issuance of two classes of warrants to eligible shareholders.

• 29 October 2018 - General Capital announced that its wholly owned subsidiary General Finance Ltd had uploaded the 30 September 2018 quarterly report to the Disclose Register.

• 30 October 2018 - Amendments to the Director and staff warrants announced.

• 9 November 2018 - General Capital announces the details of the Share Purchase Plan.

• 29 November 2018 - General Capital Special Meeting held to consider resolutions for the approval of warrant issues and placements. Results: all resolutions passed.

• 3 December 2018 - Warrant issues announced.

• 5 December 2018 - Warrants quoted on the NZAX, with a commencement of trading date of 11 December 2018.

• 17 December 2018 - Interim Report released

• 27 December 2018 - Update released showing $1,856,400 of additional capital has been raised in placements, and $162,200 in the share purchase plan.

• 30 January 2019 - General Capital announced that its wholly owned subsidiary General Finance Ltd had uploaded the 31 December 2018 quarterly report to the Disclose Register.

• 1 May 2019 - General Capital announced that its wholly owned subsidiary General Finance Ltd had uploaded the 31 March 2019 quarterly report to the Disclose Register.

• 14 June 2019 - General Capital releases a very strong first Annual result.

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Directors’ Report (Continued)

• 17 June 2019 - General Capital Announces migration to the Main Board.

• 18 June 2019 - General Capital Announces the appointment of Jonathan Clark as Group CFO.

• 25 June 2019 - Announces the allocation of Warrants to Directors and Senior Managers. The Directors and Management have worked hard to get the group into a position where it has a trading business with strong growth potential. Group Structure Group Companies General Capital Limited

➢ This is the parent company whose share are listed on NZSX from 1 July 2019

Corporate Holdings Limited

➢ This is the Holding company which was purchased by Mykco in August 2018. It had previously

purchased General Finance Ltd and Investment Research Ltd in December 2017.

General Finance Limited

➢ This is the main operating entity of the Group.

➢ It is a licensed Non-bank Deposit Taker.

➢ It receives deposits from the public and lends these funds to borrowers who give Residential property

as security.

➢ General Finance secures it loans by way of registered mortgages.

Corporate Holdings Limited

General Finance Limited Investment Research Group

Limited

General Capital Limited (formerly Mykco Limited)

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Directors’ Report (Continued) ➢ The key advantage for General Finance is that it can raise funds directly from the public, rather than

relying on funding from banks or other institutions.

➢ General Finance has a significant opportunity to grow its business.

Investment Research Group Limited (IRG)

➢ This company is an advisory business which earns income from advising on Investment Banking

Transactions including Listings on NZX and on USX.

➢ It also owns and publishes the popular IRG Yearbook now in its 44th Edition.

➢ There is a consistent demand for companies wishing to list their shares to gain liquidity and to gain

access to capital markets.

2.0 The 31 March 2019 Results and Consolidated Financial Statements It is important to understand the accounting standards used to prepare the consolidated financial statements. The fundamental is the accounting treatment that applies when a small company (often a shell) issues shares to buy a company significantly larger than the small company (a “reverse listing” or “reverse acquisition” transaction). In a conventional business acquisition, the net assets of the acquired business would be consolidated with the legal acquirer’s consolidated financial statements from the acquisition date. Had this treatment been applied in General Capital Limited’s financial statements, the balance sheet growth would have looked similar to the below graph (figure 1).

8,753

15,155

23,908

954 127

1,081

-

2,500

5,000

7,500

10,000

12,500

15,000

17,500

20,000

22,500

25,000

Equity ($000) Total Liabilities ($000) Total Assets ($000)

Figure 1: Balance Sheet Growth - GCL 31 Mar 2019 vs Mykco Limited 31 Mar 2018

GCL - 31 March 2019 Mykco - 31 March 2018

31 March 2019 figures based on audited financial statements of General Capital Limited (GCL). 31 March 2018 figures based on the31 March 2018 audited financial statements of Mykco Limited. The 31 March 2018 comparative numbers in the General Capital Limited 31 March 2019 financial statements are the Corporate Holdings Limited group. Refer to the notes to the financial statements for further details.

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Directors’ Report (Continued) The accounting standards that apply to reverse acquisitions assume the large company is the reporting entity. The result is that the comparative figures are those of the large company (i.e. the Corporate Holdings Limited Group) for last year not the small company’s (i.e. Mykco Limited) numbers. This concept takes time to understand. Unfortunately, we do not make the accounting rules. More details are set out in the notes the financial statements. The key factors for the 31 March 2019 accounts are:

• Total assets grew by 46%

• We wrote off expenses relating to the listing of $509,207

• We completed a listing on USX of Sports & Education Corporation Ltd

• We had a profitable 2nd 6 months

• We hold significant cash.

• We have met all regulatory obligations

• Our shareholders have supported us with significant investment in new capital

We are proud of the growth that has been achieved in our subsidiary, General Finance Limited, since it was purchased in December 2017. The below graph (figure 2) illustrates this further.

All aspects of the group have shown significant improvement.

12,896 13,156 13,510

12,694

14,460

17,246

20,157

9,612 10,179 10,144

9,338 11,068

12,231

15,066

3,284 2,977 3,366 3,356 3,392 5,015

5,091

-

2,500

5,000

7,500

10,000

12,500

15,000

17,500

20,000

Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19

Growth in General Finance Limited (Subsidiary)

Total Assets ($000) Total Liabilities ($000) Equity ($000)

General Finance Limited is a Non-bank Deposit Taker that was purchased by Corporate Holdings Limited on 19 December 2017. The 31 March 2019 and 31 March 2018 figures have been extracted from the 31 March 2019 audited financial statements of General Finance Limited. Other quarterly figures have been extracted from General Finance Limited's management accounts.

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Directors’ Report (Continued) 3.0 The Outlook Plans and Expectations. Now that we have established a significant base and infrastructure our focus is on growth. Plan for the financial year to 31 March 2020:

➢ Increase total assets for the group to $50m

➢ Increase total deposits to $38m

➢ Increase Capital to $12m

➢ Achieve a NPBT of $300k for the year

➢ To consider an acquisition in the 2nd 6 months of the financial year.

Summary This has been a strong year for General Capital Ltd. Your Board of Directors is very keen to build on this in the current financial year. Thanks Shareholders have had a long wait for the company to build to this size. We thank them for their patience. To the new shareholders who have invested to help us grow, we thank you for your support. The Directors of General Finance and General Capital and the management and staff of the Group thank you for your determination and contribution. We look forward to seeing all stake holders at our Annual Meeting.

Rewi Hamid Bugo Brent Douglas King Chairman Managing Director

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Corporate Governance Statement

The Board of Directors (“Board”) and management of General Capital Limited (Formerly named Mykco Limited, “the Company”) are committed to ensuring that the Company adheres to best practice governance principles and maintains the highest ethical standards. The Board regularly reviews and assesses the Company’s governance structures to ensure that they are consistent, both in form and in substance, with best practice. The Company was listed on the NZAX up to 30 June 2019 and migrated to the NZX main board on 1 July 2019. The Board framework and governance practices for the year ended 31 March 2019 were compliant with the requirements of the NZAX rules. The Board is currently updating the framework to be in line with the recommendations in the NZX Corporate Governance Code released in 2019 (NZX Code). In this regard, there are several items which the Company is progressing to ensure compliance with the NZX Code. The information in this report is current as at the date of this report and has been approved by the Board. Once finalised and formalised, the policy documents will be able to be found in a new corporate governance section of the company’s website: www.gencap.co.nz The NZX Corporate Governance Code can be found on the NZX Website at: www.nzx.com/regulation/nzx-rules-guidance/corporate-governance-code. The Governance Code contains eight (8) principles and various recommendations for each principle. The Board has reported on the Company’s compliance with each of the recommendations which are included below.

Principal 1 – Code of Ethical Behaviour "Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed throughout the organisation."

RECOMMENDATION 1.1 The board should document minimum standards of ethical behaviour to which the issuer’s directors and employees are expected to adhere (a code of ethics). The code of ethics and where to find it should be communicated to the issuer’s employees. Training should be provided regularly. The standards may be contained in a single policy document or more than one policy. The code of ethics should outline internal reporting procedures for any breach of ethics, and describe the issuer’s expectations about behaviour, namely that every director and employee: (a) acts honestly and with personal integrity in all actions; (b) declares conflicts of interest and proactively advises of any potential conflicts; (c) undertakes proper receipt and use of corporate information, assets and property; (d) in the case of directors, gives proper attention to the matters before them; (e) acts honestly and in the best interests of the issuer, shareholders and stakeholders and as required by law; (f) adheres to any procedures around giving and receiving gifts (for example, where gifts are given that are of value in order to influence employees and directors, such gifts should not be accepted); (g) adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have complied with the issuer’s procedures, an issuer should protect and support them, whether or not action is taken); and (h) manages breaches of the code Compliance with recommendation during the year ended 31 March 2019: The Board has a strong belief that ethical behaviour is paramount to good corporate governance and underpins the reputation of the Company. As such, the ethical principles that were applied by the board (and required of Management and employees) were in line with the recommendations above. The Group’s code of ethics is currently being reviewed for the Company and its subsidiaries. Once the code has been reviewed and updated it will be published on the Company’s website. Employees will be required to read the code of ethics, and training will be provided regularly. The updated code of ethics is expected to comply with the recommendation in full.

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http://www.gencap.co.nz/

http://www.nzx.com/regulation/nzx-rules-guidance/corporate-governance-code

http://www.nzx.com/regulation/nzx-rules-guidance/corporate-governance-code

Corporate Governance Statement (Continued) RECOMMENDATION 1.2 An issuer should have a financial product dealing policy which extends to employees and directors. Compliance with recommendation during the year ended 31 March 2019: The Board had a securities trading policy in place for employees and directors during the year. This policy requires prior Board approval of all transactions in General Capital Limited quoted securities and other restricted securities. The securities trading policy is currently under review and once it is finalised it will be published on the Company’s website.

PRINCIPLE 2 – Board Composition & Performance “To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.” Board Composition Board members who have a wide range of business, technical and financial background lead the Company. The Board is responsible and accountable to shareholders and other stakeholders for the Company’s performance and its compliance with applicable laws and standards. The Board of Directors currently comprises five (5) directors, four (4) of which are Non-executive Directors (Rewi Hamid Bugo (Chairman), Huei Min Lim, Graeme Iain Brown and Simon John McArley) and one (1) Executive Director (Brent Douglas King). Huei Min Lim, Graeme Iain Brown and Simon John McArley are independent directors of the Company. By virtue of being a significant product holder, Rewi Hamid Bugo has not been identified as an independent director of the Company. Refer to the Directors’ Profiles section of this Annual Report for further details. Board Meetings The Company’s Board meetings are conducted in accordance with proper process. This enables the Board to peruse any board papers and review any issues to be deliberated at the Board meeting to enable Directors to make informed decisions. A total of 8 (eight) Board Meetings were held during the financial year under review. Board attendance has been recorded as follows:

Board Members Meetings Attended

Rewi Hamid Bugo (Chairman)1 6

Brent Douglas King1 6

Huei Min Lim 8

Graeme Iain Brown 8

Simon John McArley 8

1Brent Douglas King and Rewi Hamid Bugo were conflicted and unable to participate in two of the Board meetings held during the year. The Board also met whenever necessary to deal with specific matters needing attention between scheduled meetings. The gender balance of the Group’s Directors and officers was as follows:

as at 31 March 2019 as at 31 March 2018

Directors Officers* Directors Officers*

Female 1 0 1 0

Male 4 1 4 0

Total 5 1 5 0

*Officers excludes any directors of the Company.

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Corporate Governance Statement (Continued) RECOMMENDATION 2.1 The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the board. The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board and management. Compliance with recommendation during the year ended 31 March 2019: The roles and responsibilities of the Board and Management are clearly defined in the Company’s Corporate Governance Code. The Group’s Corporate Governance Code is currently being reviewed for the Company and its subsidiaries. Once the Corporate Governance Code has been reviewed and updated it will be published on the Company’s website. The updated Corporate Governance Code is expected to comply with the recommendation. RECOMMENDATION 2.2 Every issuer should have a procedure for the nomination and appointment of directors to the board. Compliance with recommendation during the year ended 31 March 2019: There were no new directors appointed during the year (other than those re-elected at the Annual Meeting). The Board follows the requirements of the NZAX and NZX Main Board Rules as well as the commentary in the NZX Corporate Governance Code when selecting new directors. The Company’s Governance documents are currently being reviewed and updated. These documents are expected to comply with the recommendation and once they have been finalised, they will be published on the Company’s website. RECOMMENDATION 2.3 An issuer should enter into written agreements with each newly appointed director establishing the terms of their appointment. Compliance with recommendation during the year ended 31 March 2019: There were no new directors appointed during the year (other than those re-elected at the Annual Meeting). The Company intends to comply with this requirement for future newly appointed directors. The Company’s Corporate Governance Code is currently being updated and is expected to include a requirement for written agreements with newly appointed directors in line with the recommendation. Once the Corporate Governance Code has been finalised, it will be published on the Company’s website. RECOMMENDATION 2.4 Every issuer should disclose information about each director in its annual report or on its website, including a profile of experience, length of service, independence and ownership interests and director attendance at board meetings. Compliance with recommendation during the year ended 31 March 2019: All of the information detailed in the recommendation is included in the Annual Report and can be found in the Directors Profiles, Corporate Governance Statement and Shareholder and Statutory Information sections. RECOMMENDATION 2.5 An issuer should have a written diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should disclose the policy or a summary of it.

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Corporate Governance Statement (Continued) Compliance with recommendation during the year ended 31 March 2019: Despite not having a formal written diversity policy in place during the year, the Board recognises the wide-ranging benefits that diversity brings to an organisation. The gender composition of the Company’s directors and officers is included above. The Company’s Corporate Governance Code is currently being updated and is expected to include the Company’s diversity policy. Once the Corporate Governance Code has been finalised it will be published on the Company’s website. RECOMMENDATION 2.6 Directors should undertake appropriate training to remain current on how to best perform their duties as directors of an issuer. Compliance with recommendation during the year ended 31 March 2019: The Company’s Board understand their obligations as Directors of a publicly listed Company and undertake training when necessary to remain current on how to best perform their duties. RECOMMENDATION 2.7 The board should have a procedure to regularly assess director, board and committee performance. Compliance with recommendation during the year ended 31 March 2019: Director and Board performance is considered crucial to the success of the Company and its subsidiaries. The Board regularly reviews its performance and the performance of its members. This includes an assessment of whether the composition of the board is adequate and whether any training is needed for Directors. The Company’s Corporate Governance Code is currently being updated and is expected to include policies and procedures on the assessment of director, board and committee performance. Once the Corporate Governance Code has been finalised it will be published on the Company’s website. RECOMMENDATION 2.8 A majority of the board should be independent directors. Compliance with recommendation during the year ended 31 March 2019: As detailed in the Board Composition section above, 3 of the 5 Directors have been identified as Independent Directors of the Company. Of the 2 remaining directors, 1 is a Non-executive Director. The Board consider that the current composition of the Board during the year was satisfactory to make decisions in the best interests of the Entity and its shareholders. In addition to this, Non-executive directors periodically confer without executive directors or other senior executives present. Any directors who are conflicted on certain matters are unable to participate in the decisions made in relation to those matters.

RECOMMENDATION 2.9 An issuer should have an independent chair of the board. If the chair is not independent, the chair and CEO should be different people. Compliance with recommendation during the year ended 31 March 2019: Rewi Hamid Bugo was appointed as Chairman following Brent Douglas King’s appointment as Managing Director of the Group in August 2018. Between 1 April 2018 and that date, Mr King was Chairman and there were no Executive Directors in the Company. By virtue of being a significant product holder, Mr Bugo is not an independent director of the Company.

Principle 3 – Board Committees “The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”

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Corporate Governance Statement (Continued) Recommendation 3.1 An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be majority independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee should be an independent director and not the chair of the board. Compliance with recommendation during the year ended 31 March 2019: The Audit committee responsibilities have been dealt with by the full Board during the year ended 31 March 2019, as General Capital Limited was listed on the NZAX during that period. In September 2018, Simon McArley was appointed as Chair of the Audit Committee. The audit committee responsibilities include the following:

1. Ensuring that processes are in place and monitoring those processes so that the board is properly and regularly

informed and updated on corporate financial matters;

2. Recommending the appointment and removal of the independent auditor;

3. Meeting regularly to monitor and review the independent and internal auditing practices;

4. Having direct communication with and unrestricted access to the independent auditor and any internal auditors

or accountants;

5. Reviewing the financial reports and advising all Directors whether they comply with the appropriate laws and

regulations; and

6. Ensuring that the Key Audit Partner is changed at least every 5 years.

Subsequent to year end, to comply with the NZX Main Board Listing Rules an Audit, Finance and Risk Committee was formalised as a sub committee of the Board with the following members: Simon John McArley (Chair of Audit Committee, Independent Director) Huei Min Lim (Independent Director) Graeme Iain Brown (Independent Director) Rewi Hamid Bugo (Non-executive Director) The Audit, Finance and Risk Committee now comprises a majority of independent directors and no executive directors. Simon John McArley has a financial background in accordance with the requirements of NZX Listing Rule 2.13.1. The Company’s Audit, Finance and Risk Committee Charter is currently being reviewed and updated. Once it has been finalised it will be published on the Company’s website. Recommendation 3.2 Employees should only attend audit committee meetings at the invitation of the audit committee. Compliance with recommendation during the year ended 31 March 2019: As noted above, the Audit committee responsibilities were dealt with by the full Board during the year ended 31 March 2019. Employees only attended meetings at the invitation of the Board. In addition to this, Non-executive Directors met with the Auditors without Executive Directors or employees present. Recommendation 3.3 An issuer should have a remuneration committee which operates under a written charter (unless this is carried out by the whole board). At least a majority of the remuneration committee should be independent directors. Management should only attend remuneration committee meetings at the invitation of the remuneration Compliance with recommendation during the year ended 31 March 2019: Remuneration committee responsibilities were dealt with by the full Board during the year ended 31 March 2019. Employees only attended meetings at the invitation of the Board.

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Corporate Governance Statement (Continued) The responsibilities included recommending remuneration packages for directors for consideration by shareholders and to approve Managing Director and senior management remuneration. Any directors who were conflicted on certain matters were unable to participate in the decisions made in relation to those matters. The Company’s Remuneration, Nomination and Health and Safety Committee Charter is currently being drafted. This Charter is expected to comply with the recommendation and once it has been finalised will be published on the Company’s website. The Board will consider the composition of the Remuneration, Nomination and Health and Safety Committee as part of the finalisation of the Charter. Recommendation 3.4 An issuer should establish a nomination committee to recommend director appointments to the board (unless this is carried out by the whole board), which should operate under a written charter. At least a majority of the nomination committee should be independent directors. Compliance with recommendation during the year ended 31 March 2019: Nomination committee responsibilities were dealt with by the full Board during the year ended 31 March 2019. The Company’s Remuneration, Nomination and Health and Safety Committee Charter is currently being drafted. This Charter is expected to comply with the recommendation and once it has been finalised will be published on the Company’s website. The Board will consider the composition of the Remuneration, Nomination and Health and Safety Committee as part of the finalisation of the Charter. Recommendation 3.5 An issuer should consider whether it is appropriate to have any other board committees as standing board committees. All committees should operate under written charters. An issuer should identify the members of each of its committees, and periodically report member attendance. Compliance with recommendation during the year ended 31 March 2019: The Board has not considered it necessary to have any other board committees during the year. Recommendation 3.6 The board should establish appropriate protocols that set out the procedure to be followed if there is a takeover offer for the issuer including any communication between insiders and the bidder. It should disclose the scope of independent advisory reports to shareholders. These protocols should include the option of establishing an independent takeover committee, and the likely composition and implementation of an independent takeover committee. Compliance with recommendation during the year ended 31 March 2019: In the event of a takeover bid, the Board would have determined the appropriate actions to take including the scope of independent advisory reports to shareholders, and whether an independent takeover committee should be established. The Company’s Corporate Governance Code is currently being updated and is expected to include policies and procedures in relation to future takeover bids. Once the Corporate Governance Code has been finalised it will be published on the Company’s website.

PRINCIPLE 4 – Reporting & Disclosure “The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”

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Corporate Governance Statement (Continued) Recommendation 4.1 An issuer’s board should have a written continuous disclosure policy.

Compliance with recommendation during the year ended 31 March 2019: The Company’s Board is committed to keeping investors and the market informed of all material information about the Company and its performance in line with the NZX listing rules and has done so throughout the period. The Company’s Corporate Governance Code is currently being updated and is expected to include policies and procedures in relation to continuous disclosure. Once the Corporate Governance Code has been finalised it will be published on the Company’s website. Recommendation 4.2 An issuer should make its code of ethics, board and committee charters and the policies recommended in the NZX Code, together with any other key governance documents, available on its website. Compliance with recommendation during the year ended 31 March 2019: Governance documents for the Company are under review, and once finalised will be published on the Company’s website. Recommendation 4.3 Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosure at least annually, including considering material exposure to environmental, economic and social sustainability factors and practices. It should how operational or non-financial targets are measured. Non-financial reporting should be informative, include forward looking assessments, and align with key strategies and metrics monitored by the board. Compliance with recommendation during the year ended 31 March 2019: Financial Reporting The Board is responsible for ensuring that the financial statements give a true and fair view of the financial position of the Group and have been prepared using appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates and for ensuring all relevant financial reporting and accounting standards have been followed. For the financial year ended 31 March 2019, the Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of the financial position of the Company and the Group and facilitate compliance of the financial statements with the Financial Reporting Act 1993. The Managing Director and Chief Financial Officer have confirmed in writing to the Board that the Company’s financial reports present a true and fair view in all material aspects. Non-financial reporting Due to its current size, the Company is in the early stages of considering how and to what extent it should report on non-financial information such as environmental, social and governance matters (ESG). The Company does not currently have a formal ESG reporting framework, however this is being considered by the Board with the intention that the Company will report on these non-financial matters in the future.

PRINCIPLE 5 – Remuneration “The remuneration of directors and executives should be transparent, fair and reasonable.” Recommendation 5.1 An issuer should recommend director remuneration packages to shareholders for approval in a transparent manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report. Compliance with recommendation during the year ended 31 March 2019: Shareholders approved a total Directors’ remuneration fee pool of $300,000 per annum in the Special Meeting of shareholders on 31 July 2018. Director remuneration is disclosed in the Shareholder and Statutory Information section of the Annual Report.

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Corporate Governance Statement (Continued) Recommendation 5.2 An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the relative weightings of remuneration components and relevant performance criteria. Compliance with recommendation during the year ended 31 March 2019: Remuneration of directors has been determined in line with the process noted under recommendation 3.3 above and with the Company’s Corporate Governance Code. The Company’s Corporate Governance Code includes a remuneration policy and is currently being reviewed and updated. Once the Corporate Governance Code has been finalised it will be published on the Company’s website. Recommendation 5.3 An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should include disclosure of the base salary, short term incentives and long-term incentives and the performance criteria used to determine performance-based payments. Compliance with recommendation during the year ended 31 March 2019: Information in relation to the remuneration arrangements in place for Brent King (Managing Director) is included in the Shareholder and Statutory Information section of the Annual Report.

PRINCIPLE 6 – Risk Management “Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.” Recommendation 6.1 An issuer should have a risk management framework for its business and the issuer’s board should receive and review regular reports. An issuer should report the material risks facing the business and how these are being managed. Compliance with recommendation during the year ended 31 March 2019: The Company and its subsidiaries are committed to proactively managing risk and this has been the responsibility of the entire Board during the period. The Board delegates day to day management of risks to the Managing Director. The executive team and senior management are required to regularly identify the major risks affecting the business and develop structures, practices and processes to manage and monitor these risks. The Board is satisfied that the Group has in place a risk management process to effectively identify, manage and monitor the Group’s principal risks. The Group maintains insurance policies that it considers adequate to meet its insurable risks. The Company’s Audit, Finance and Risk Committee Charter is currently being reviewed and updated and is expected to outline the Board’s approach to Risk Management. Once it has been finalised it will be published on the Company’s website. Recommendation 6.1 An issuer should disclose how it manages its health and safety risks and should report on its health and safety risks, performance and management. Compliance with recommendation during the year ended 31 March 2019: The Group operates with a small number of employees in a relatively low health and safety risk office environment. Despite this, the Board recognises that effective management of health and safety is essential for the operation of a successful business, and endeavours to prevent harm and promote wellbeing for employees, contractors and customers. The Board is responsible for ensuring that the systems used to identify and manage health and safety risks are fit for purpose, being effectively implemented, regularly reviewed and continuously improved. The Group has a Health and Safety Policy in place. All new incidents, near misses, or hazards identified are reported to the Board.

16

Corporate Governance Statement (Continued) PRINCIPLE 7 – Auditors

“The board should ensure the quality and independence of the external audit process.” Recommendation 7.1 The board should establish a framework for the issuer’s relationship with its external auditors. This should include procedures: (a) for sustaining communication with the issuer’s external auditors; (b) to ensure that the ability of the external auditors to carry out their statutory audit role is not impaired or could be reasonably be perceived to be impaired; (c) to address what, if any, services (whether by type or level) other than their statutory audit roles may be provided by the auditors to the issuer; and (d) to provide for the monitoring and approval by the issuer’s audit committee of any service provided by the external auditors to the issuer other than in their statutory audit role. Compliance with recommendation during the year ended 31 March 2019: During the year, the Board was responsible for oversight of and communication with the external auditor and reviewed the quality and cost of the audit undertaken by the Company’s external auditor. The Board also assesses the auditor’s independence on an annual basis. For the financial year ended 31 March 2019, Baker Tilly Staples Rodway was the external auditor for the Company. Baker Tilly Staples Rodway were first appointed as external auditor for the March 2018 reporting period and were automatically re-appointed under the Companies Act 1993 at the Company’s 2018 annual meeting. The statutory audit services are fully separated from non-audit services to ensure that appropriate independence is maintained. The amount of fees paid to Baker Tilly Staples Rodway for audit and other services is identified in note 7 in the notes to the consolidated financial statements. Baker Tilly Staples Rodway has provided the Board with written confirmation that, in their view, they were able to operate independently during the year. Subsequent to year end, to comply with the NZX Main Board Listing Rules, an Audit, Finance and Risk Committee was formalised as a subcommittee of the Board (refer to further details above). Recommendation 7.2 The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in relation to the audit. Compliance with recommendation during the year ended 31 March 2019: Baker Tilly Staples Rodway is invited to attend the annual meeting, and the lead audit partner is available to answer questions from shareholders at that meeting. Baker Tilly Staples Rodway attended the 2018 annual meeting. Recommendation 7.3 Internal audit functions should be disclosed. Compliance with recommendation during the year ended 31 March 2019: The Company and its subsidiaries have internal controls in place including monitoring and checking that internal controls are operating effectively. The Company did not have a dedicated internal auditor role during the period.

Principle 8 – Shareholder Rights & Relations “The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with the issuer.” Recommendation 8.1 An issuer should have a website where investors and interested shareholders can access financial and operational information and key corporate governance information about the issuer.

17

Corporate Governance Statement (Continued) Compliance with recommendation during the year ended 31 March 2019: Financial statements, NZX announcements and Directors’ profiles are included on the website at www.gencap.co.nz . Governance documents for the Company are under review, and once finalised will be published on the Company’s website. Recommendation 8.2 An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to receive communications from the issuer electronically. Compliance with recommendation during the year ended 31 March 2019: All shareholders are given the option to elect to receive electronic communications from the Company. Recommendation 8.3 Quoted equity security holders should have the right to vote on major decisions which may change the nature of the company in which they are invested in. Compliance with recommendation during the year ended 31 March 2019: Shareholders have been given the right to vote on all major decisions in line with the NZAX Listing Rules during the year ended 31 March 2019. Recommendation 8.4 If seeking additional equity capital, issuers of quoted equity securities should offer further equity security holders of the same class on a pro rata basis and on no less favourable terms, before further equity securities are offered to other investors. Compliance with recommendation during the year ended 31 March 2019: During the year ended 31 March 2019, the Company:

a. Raised $162,200 capital through issuing new shares at 6.75 cents per share in a share purchase plan, which

allowed all shareholders to purchase up to $15,000 worth of shares.

b. Raised $1,856,400 capital through placements at 6.75 cents per share to wholesale investors, directors and

senior managers, and significant product holders.

c. Issued one GENWA warrant per share and two GENWB warrants per share to all eligible shareholders, and to a

holding account for all ineligible shareholders. Ineligible shareholders were not resident in New Zealand and

therefore were ineligible to receive a New Zealand offer.

The placements and warrant issue described above were approved by Shareholders at the Special Meeting held on 29 November 2018. Recommendation 8.5 The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted on the issuer’s website as soon as possible and at least 20 working days prior to the meeting. Compliance with recommendation during the year ended 31 March 2019: Due to time constraints during the 2018 calendar year with the business acquisition and capital raising efforts, the notice of the 2018 Annual Meeting and notices of the two Special Meetings held in 2018 were not able to be released at least 20 working days prior to the meetings. The Board encourages shareholder participation in meetings and understands that shareholders need sufficient time to consider information prior to meetings. Future notices of Shareholder meetings are expected to be provided at least 20 workings days prior to meeting dates.

18

http://www.gencap.co.nz/

2019 2018$ $

Note Restated

Interest income 5 1,479,226 391,557

Interest expense 5 (640,270) (209,132)

Net interest income 838,956 182,425

Fee and commission income 5 281,176 57,859

Fee and commission expense 5 (92,332) (7,332)

Net fee and commission income 188,844 50,527

Revenue from contracts with customers 5 347,702 225,331

Cost of sales 5 (24,368) (220,500)

Gross profit from contracts with customers 323,334 4,831

Other income 28,163 5,805

Net revenue 1,379,297 243,588

(Increase) / decrease of provision in respect of finance receivables 11 19,456 (28,714)

Personnel expenses (603,011) (110,295)

Occupancy expenses (90,176) (22,564)

Depreciation 13 (3,493) -

Amortisation of intangible assets 14 (18,201) -

Other expenses 7 (603,152) (413,767)

Acquisition expenses (103,927) -

Loss on acquiring listed shell 21.1 (405,280) - (1,807,784) (575,340)

Loss before income tax expense (428,487) (331,752)Income tax (expense) / benefit 8 (29,601) 5,102

Net loss after income tax expense (458,088) (326,650)

Other comprehensive income

15 (14,862) - Other comprehensive income for the year (14,862) - Total comprehensive income (472,950) (326,650)

Earnings per share (cents per share) 9 (0.46) (4.14)Diluted earnings per share (cents per share) 9 (0.36) (1.39)

The accompanying notes are an integral part of these financial statements.

GENERAL CAPITAL LIMITED (formerly Mykco limited)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 MARCH 2019

Changes in the fair value of equity investments at fair value through other comprehensive income

26


2019 2018$ $

Note restatedEquityShare capital 18 9,573,495 1,448,503 Redeemable preference shares 18 - 3,580,104 Retained earnings (805,973) (347,885)Other reserves 15 (14,862) -

Total equity 8,752,660 4,680,722

Assets Cash and cash equivalents 10 2,949,317 4,950,129 Accounts receivables 19,246 8,070 Loan receivables 11 17,277,204 8,583,952 Other current assets 114,844 77,798 Income tax receivable 45,450 - Deferred tax asset 8.2 38,408 40,373 Property, plant and equipment 13 6,176 7,040

15 190,483 50,800 Intangible assets and goodwill 14 3,266,556 2,663,116

Total assets 23,907,684 16,381,278

Liabilities Accounts payable and other payables 246,624 183,265 Related party payables 19 7,942 141,342 Income tax payable - 69,336 Term deposits 16 14,900,458 9,854,092 Other financial liabilities 17 - 1,452,521

Total liabilities 15,155,024 11,700,556 Net assets 8,752,660 4,680,722


The financial statements are signed on behalf of the Board.

Rewi Bugo Brent KingChairman Managing Director

Authorised for issue on 25 July 2019.

AS AT 31 MARCH 2019CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Investments

27


Note $ $ $ $ $

1,000 - - - 1,000

4 - - - (21,235) (21,235)

- - - (328,766) (328,766)4 - - - 2,116 2,116

- - - - -

- - - (326,650) (326,650)

18 1,447,503 3,580,104 - - 5,027,607

1,447,503 3,580,104 - - 5,027,607 1,448,503 3,580,104 - (347,885) 4,680,722

1,448,503 4,747,418 - (280,728) 5,915,193 4 - - - (19,119) (19,119)

4 - (1,167,314) - (48,038) (1,215,352)

1,448,503 3,580,104 - (347,885) 4,680,722

- - - (458,088) (458,088)

- - (14,862) - (14,862)

- - (14,862) (458,088) (472,950)

18 5,080,104 (3,580,104) - - 1,500,000

18 1,121,259 - - - 1,121,259

18 1,923,629 - - 1,923,629

8,124,992 (3,580,104) - - 4,544,888 9,573,495 - (14,862) (805,973) 8,752,660


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 MARCH 2019

Redeemable Preference

Shares

Acquisition date impact of adoption of NZ IFRS 9 on business combinations during the year

Adoption of NZ IFRS 9

Total transactions with owners in their capacity as owners

Contributions of equity net of transaction costs

Restated total equity as at 1 April 2018

Retained earnings

Share capital Reserves

Conversion of redeemable preference shares

Balance at 31 March 2018 as originally presented

Balance at 31 March 2018

- Change in accounting policy - Impact of finalisation of acquisition accounting

Loss for the year

Balance at 31 March 2019

Total equity

Balance at 1 April 2017

Contributions of equity net of transaction costs

Loss for the year

Other comprehensive income for the year Total comprehensive income for the year

Transactions with owners in their capacity as owners:

Total transactions with owners in their capacity as owners

Transactions with owners in their capacity as owners:

Issue of shares on acquisition of subsidiary

Total comprehensive income for the year

Other comprehensive income for the year

28


2019 2018

Note $ $

Cash flow from operating activities Interest received 1,376,467 552,386

Receipts from customers 393,838 319,321

Other income 27,783 5,805

Payments to suppliers and employees (1,587,300) (783,196)

Interest paid (585,614) (140,084)

Income tax paid (142,421) (34,869)

Finance receivables (net advances) (8,516,032) 1,019,852

Net cash (used in) / provided by operating activities 20 (9,033,279) 939,215

Cash flow from investing activities Acquisition of subsidiaries (net of cash acquired) 85,736 (1,371,394)

Purchase of property, plant and equipment (2,629) (7,040)

Purchase of software (32,742) (33,107)

Net cash provided by / (used in) investing activities 50,365 (1,411,541)

Cash flow from financing activities Issue of ordinary shares 1,923,628 447,503

Issue of redeemable preference shares - 4,974,850

Term deposits (net receipts) 5,058,474 102

Net cash provided by financing activities 6,982,102 5,422,455

Reconciliation of cash and cash equivalents 4,950,129 -

(2,000,812) 4,950,129

10 2,949,317 4,950,129


Cash and cash equivalents at end of the reporting period

Net (decrease) / increase in cash and cash equivalents held during the reporting period

Cash and cash equivalents at beginning of the reporting period

CONSOLIDATED STATEMENT OF CASHFLOWSFOR THE YEAR ENDED 31 MARCH 2019

29

NOTE 1: REPORTING ENTITY

The consolidated financial statements were authorised for issue by the directors on 25 July 2019.

NOTE 2: BASIS OF PREPARATION

2.1 Statement of compliance

2.2 Basis of measurement

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

3.1 Adoption of new and amended standards and interpretations

- NZ IFRS 15 'Revenue from Contracts with Customers' ; and- NZ IFRS 9 'Financial Instruments'.

Refer to note 4 for the impact of implementing these new standards.

The following relevant standards and interpretations have been issued at the reporting date but are not yet effective.

GENERAL CAPITAL LIMITED (formerly Mykco Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 MARCH 2019

General Capital Limited (formerly Mykco Limited, "the Company") is incorporated and domiciled in New Zealand. General Capital Limited isregistered under the Companies Act 1993.

General Capital Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated financial statements of General Capital Limited and its subsidiaries (together "the Group") have been prepared inaccordance with the Companies Act 1993 and the Financial Markets Conduct Act 2013.

The Group is a for profit entity.

The Group's principal activities are:- Finance (deposit taking and lending);- Research and advisory (investment advisory and research provider).

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand ("NZ GAAP").They comply with New Zealand Equivalents to International Financial Reporting Standards ("NZ IFRS") and other applicable FinancialReporting Standards, as appropriate for profit oriented entities. These consolidated financial statements also comply with InternationalFinancial Reporting Standards ("IFRS").

The financial report has been prepared under the historical cost convention, as modified by revaluations for certain classes of assets andliabilities to fair value as described in the accounting policies below.

Except as detailed in note 4, the accounting policies set out below have been applied consistently to all periods presented in theseconsolidated financial statements, and have been applied consistently by Group entities.

New standards and amendments and interpretations to existing standards that came into effect during the current accounting periodbeginning on 1 April 2018 that materially impact the Group’s consolidated financial statements are as follows:

3.2 New standards and amendments and interpretations to existing standards that are not yet effective for the current accounting period beginning on 1 April 2018

NZ IFRS 16, ‘Leases’, replaces NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Under NZ IAS 17, a lessee was required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balancesheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtuallyall lease contracts. Lessors will also be affected by the new standard. The standard is effective for accounting periods beginning on or after 1January 2019. General Finance Limited has adopted NZ IFRS 16 on 1 April 2019.

The other standards did not have a material impact on the Group’s consolidated financial statements and did not require retrospectiveadjustment.

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NOTE 3: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Basis of consolidation

The Group measures goodwill at the acquisition date as:- the fair value of the consideration transferred; plus- the recognised amount of any non-controlling interests in the aquiree; plus- if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less- the net recognised amount of the identifiable assets acquired and liabilities assumed.

When an excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with abusiness combination are expensed as incurred.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss or other comprehensive income as appropriate.

Subsidiaries Subsidiaries are all entities controlled by the Group. The financial statements of subsidiaries are included in consolidated financial statements from the date that control commences until the date that control ceases.

Loss of control On loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the othercomponents of equity related to the subsidiary. Any surplus or deficit arising on loss of control is recognised in profit or loss. If the Groupretains an interest in the previous subsidiary, the interest is measured at fair value at the date control is lost. Subsequently it is accountedfor as an equity-accounted investee or as an available for sale asset depending on the influence retained.

Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Reverse acquisition of Corporate Holdings Limited As described in Note 21.1, as the Company's acquisition of Corporate Holdings Limited on 3 August 2018 is deemed to be a reverseacquisition for accounting purposes, these financial statements represent a continuation of the consolidated financial statements ofCorporate Holdings Limited.

Corporate Holdings Limited purchased two businesses on 19 December 2017, General Finance Limited and Investment Research GroupLimited (refer to notes 21.2 and 21.3). The financial information presented for the period up to 19 December 2017 comprises CorporateHoldings Limited only. From that date up to 3 August 2018 the financial information presented comprises Corporate Holdings Limited andits two subsidiaries. From 3 August 2018, the financial information comprises the consolidated results of the Company, Corporate HoldingsLimited, and the two subsidiaries of Corporate Holdings Limited.

The Group has no lease agreements in place as at 1 April 2019 and up to the date of signing these consolidated financial statements. SinceJune 2018, the Group has been paying a share of office lease costs to Moneyonline Limited, a related company, based on an allocation ofoffice space utilised by the Group. The Group is considering formalising a lease agreement with Moneyonline Limited, which is likely tomirror the term and other conditions of Moneyonline Limited’s lease agreement with an external party. As at 1 April 2019, the totalremaining term of that lease was 26 months, and the current monthly allocation of the lease costs paid by the Group is $8,557, implyingtotal undiscounted remaining payments of $222,482 as at 1 April 2019. Should an agreement be formalised with Moneyonline Limited, alease liability and right-of use asset would need to be recognised on that date, represented by the present value of future lease payments.Depreciation expense would be recorded on a straight-line basis over the lease term, and interest will be recognised on the lease liabilityusing the amortised cost method. This will result in higher expenses being recorded at the start of the lease term than at the end (due to theliability being ‘wound down’ over the lease term).

Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control istransferred to the Group. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls anentity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect thosereturns through its power over the entity.

31




3.4 Revenue and expense recognition

3.5 Financial instrumentsFinancial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to thecontractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisitionor issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) areadded to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costsdirectly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediatelyin profit or loss.

(a) Interest income and expenseInterest income and interest expense Interest income and interest expense is recognised in profit or loss using the effective interest method. The effective interest methodcalculates the amortised cost of a financial asset or liability and allocates the interest income and directly related fees (including loanorigination fees) and transaction costs (including commission expenses) that are an integral component of the effective interest rate overthe expected life of the financial asset or liability.

Loan fees and commissions Lending fee income (such as loan establishment fees) that is integral to the effective yield of a loan held at amortised cost is capitalised aspart of the amortised cost and deferred over the life of the loan using the effective interest method. Lending fees not directly related to theorigination of a loan (account maintenance fee) are recognised over the period of service. Incremental and directly attributable costs (suchas commissions) associated with the origination of a financial asset (such as loans) and financial liabilities (such as term deposits) arecapitalised as part of the amortised cost and deferred over the life of the financial instrument using the effective interest method.

(b) Revenue from contracts with customers:Advisory fee revenueAdvisory contracts generally span a period of three months to one and a half years. Management determine the performance obligation(s)inherent in the contract at contract inception and recognise revenue upon completion of each of the performance obligations. Performanceobligations include advice provided to the entity and sometimes include the success of a project. There are specific billing milestones builtinto each contract and payment is generally due within 30 to 60 days of the milestone.

Yearbook and research salesThis includes revenue related to the sale of publications and fees for advertisements in the publications. The performance obligation for theadvertising fees is satisfied when the publications are published and available to be purchased by customers, and include the contractedadvertisements. Payment is generally due within 30 to 60 days from production. The performance obligation relating to the sale ofpublications is satisfied upon delivery of the publications. Payment is generally due within 30 to 60 days from delivery.

Other fee incomeFees charged by General Finance Limited that do not relate to the origination of finance receivables (for instance loan holding fees). Thesefees are charged and recognised upon satisfaction of the conditions stipulated in the contract.

Assets and liabilities arising from revenue from contracts with customersAccounts receivables are non-interest bearing and are generally on terms of 30 to 60 days. Contract assets are recognised for anyperformance obligations which have been satisfied in advance of billing to clients. The amounts are transferred to accounts receivable whenbilled to customers. Contract costs are capitalised in respect of directly attributable contract costs (such as directly related allocations ofpersonnel costs) which relate to revenue which has not been recognised. Costs are only recognised if the amounts are expected to berecovered from customers, are amortised when the associated revenue is billed to the customer, and are subject to impairment testing.Contract liabilities are recognised in respect of any amounts billed to customers in advance of satisfaction of the associated performanceobligations.

Refer to note 4 for details relating to the adoption of NZ IFRS 15.

(c) OtherOther expense recognitionAll other expenses are recognised in profit or loss as incurred.

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Financial assets All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on theclassification of the financial assets.

Classification of financial assets Financial assets that meet the following conditions are measured subsequently at amortised cost: - the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and - the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest onthe principal amount outstanding.

Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI): - the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling thefinancial assets; and - the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest onthe principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset: - the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income ifcertain criteria are met; and - the Group may irrevocably designate a financial asset that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing soeliminates or significantly reduces an accounting mismatch.

(i) Financial assets measured at amortised costThe effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over therelevant period.

For financial assets other than purchased or originated credit‑impaired financial assets (i.e. assets that are credit‑impaired on initialrecognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid orreceived that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expectedcredit losses, through the expected life of the financial asset, or, where appropriate, a shorter period, to the gross carrying amount of thefinancial asset on initial recognition. For purchased or originated credit‑impaired financial assets, a credit‑adjusted effective interest rate iscalculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument oninitial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principalrepayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and thematurity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial assetbefore adjusting for any loss allowance.

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost . For financialassets other than purchased or originated credit‑impaired financial assets, interest income is calculated by applying the effective interestrate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit‑impaired (seebelow).

For financial assets that have subsequently become credit‑impaired, interest income is recognised by applying the effective interest rate tothe amortised cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit‑impaired financial instrumentimproves so that the financial asset is no longer credit‑impaired, interest income is recognised by applying the effective interest rate to thegross carrying amount of the financial asset.

Financial assets measured at amortised cost include cash and cash equivalents, loan receivables and trade receivables.

33




3.6 Property, plant and equipment

3.7 Intangible assets

Property, plant and equipment are recognised in the statement of financial position at cost less accumulated depreciation and impairmentlosses. Depreciation is calculated on property, plant and equipment on a straight-line basis to allocate the costs, net of any residualamounts, over their useful lives. Office equipment is depreciated on a straight line basis using depreciation rates of 30% - 40% per annum.

Intangible assets comprise goodwill, acquired licences, bartercard trade dollars and computer software.

Goodwill and acquired licences are indefinite life intangibles subject to annual impairment testing. Goodwill is allocated to cash-generatingunits for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units thatare expected to benefit from the business combination in which the goodwill arose, identified according to the respective operatingsegment.

Licences acquired as part of business combinations are capitalised separately from goodwill as intangible assets if their value can bemeasured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset willflow to the Group.

(ii) Financial assets measured at FVTOCIFinancial assets measured at amortised cost include equity investments whereby the Group has made an irrevocable election to present in

other comprehensive income subsequent changes in the fair value of the investments.

Gains or losses on the financial assets are recognised in other comprehensive income except for impairment gains or losses until thefinancial asset is derecognised or reclassified. When the financial asset is derecognised the cumulative gain or loss previously recognised inother comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. If the financial asset is reclassifiedout of the fair value through other comprehensive income measurement category, the entity shall account for the cumulative gain or lossthat was previously recognised in other comprehensive income.

Impairment of Financial AssetsFurther disclosures relating to impairment of financial assets are also provided in the following notes:- Note 11: Loan receivables- Note 3.13: Critical accounting estimates and judgements

Expected credit losses ("ECLs") are based on the difference between the contractual cash flows due in accordance with the contract and allthe cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cashflows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initialrecognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-monthECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance isrequired for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

Derecognition of financial assets The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers thefinancial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers norretains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retainedinterest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards ofownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralisedborrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of theconsideration received and receivable is recognised in profit or loss

Financial Liabilities

All of the Group’s financial liabilities are subsequently measured at amortised cost using the effective interest method. The Group's financialliabilities include term deposits, trade creditors and other financial liabilities at amortised cost.

34




3.8 Taxation

3.9 Impairment of non-financial assets

Bartercard Trade Dollars are units of electronic currency held by the Group which can be used to pay for products and services from otherBartercard members instead of paying in cash. They are non-monetary assets which are classified as indefinite life intangible assets. Theassets are recognised at cost less accumulated impairment losses. The trade dollars are acquired as earned and consumed as utilised and aretested at least annually for impairment or when indication of an impairment exist. An impairment loss is recognised whenever the carryingamount of a bartercard exceeds its recoverable amount. The estimated recoverable amount of intangible assets - Bartercard Trade Dollarsare the greater of their fair value less costs to sell or value in use. Trade debits arising from sales to customers and trade credits frompurchases of services are recognised in the statement of comprehensive income in the period in which the transaction occurs. Where tradecredits are used to purchase an asset, the asset is capitalised and recognised in the statement of financial position.

Computer software is recognised in the statement of financial position at cost less accumulated amortisation and impairment losses. Directcosts associated with the purchase and installation of software licences and the development of software for internal use are capitalisedwhere project success is probable and the capitalisation criteria is met. Cost associated with planning and evaluating computer software andmaintaining a system after implementation are expensed. Computer software costs are amortised on a straight-line basis (three years).

Income tax for the period comprises current and deferred tax. Current and deferred tax are recognised as an expense or income in the profitor loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly inequity), in which case the tax is also recognised outside profit or loss.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at balancedate after taking advantage of all allowable deductions under current taxation legislation and any adjustment to tax liabilities in respect ofprevious years.

Deferred tax is provided using the liability method, providing for temporary differences between the amounts of assets and liabilities forfinancial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expectedmanner of realisation or settlement of the amount of assets and liabilities, using tax rates enacted or substantively enacted as at balancedate.

Deferred taxation assets arising from temporary differences or income tax losses, are recognised only to the extent that it is probable that afuture taxable profit will be available against which the asset can be utilised.

Deferred taxation assets are reduced to the extent that it is no longer probable that the related tax asset will be realised. Any reduction isrecognised in profit or loss.

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually or morefrequently if events or changes in circumstances indicate that they might be impaired. Intangible assets not yet available for use are testedfor impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not berecoverable. The Group conducts an annual internal review of asset values, which is used as a source of information to assess for anyindicators of impairment. External factors, such as changes in expected future processes, technology and economic conditions, are alsomonitored for indicators of impairment. If any indication of impairment exists, an estimate of the asset’s recoverable amount is calculated.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverableamount is the higher of an asset’s fair value less costs to sell and value in use. Value in use is determined by estimating future cash flowsfrom the use and ultimate disposal of the asset and discounting these to their present value using a pre-tax discount rate that reflectscurrent market rates and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels forwhich there are separately identifiable cash flows (cash-generating units). Impairment losses directly reduce the carrying amount of assetsand are recognised in profit or loss.

Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reportingdate.

35




3.10 Employee benefits

3.11 Statement of cash flows

3.12 Comparatives

3.13 Use of estimates and judgements

Where necessary, comparative information has been reclassified and represented for consistency with current year.

In preparing the financial statements in accordance with NZ IFRS, IFRS and applicable reporting standards management has madejudgements, estimates and assumptions that affect the application of accounting policies and about the future that affect the reportedamounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during theperiod.

Actual results could differ from those estimates. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The principal areas ofjudgement in preparing these consolidated financial statements are set out below.

Allowance for expected credit losses An allowance for expected credit losses is raised by management in respect of loan receivables. The Group makes judgements on theprobability of default upon initial recognition of loan receivables and whether there has been a significant increase in credit risk on anongoing basis throughout each reporting period. To assess whether there is a significant increase in the credit risk, the Group compares therisk of a loss being incurred on the loan receivable as at the reporting date with the risk of default as at the date of initial recognition. Itconsiders available, reasonable and supportable forward-looking information.

The Group categorises loans as performing loans (where there has not been a significant increase in credit risk) and under-performing loans(where there has been a significant increase in credit risk).

The allowance for performing loans is estimated based on the 12 month expected credit losses of the loans, or where the loans are less than12 months from maturity, the expected losses for the lifetime of the loan.

The allowance for under-performing loans is based on the lifetime expected credit losses of the loans. Allowances for lifetime expectedcredit losses for under-performing loans are calculated on an individual basis. The allowances are probability weighted losses which aredetermined by evaluating a range of possible future outcomes and are discounted using the original effective interest rate of the loans.

Refer to note 11 for further details on the provision for expected credit losses.

Impairment analysis of goodwill and other indefinite life intangible assetsThe carrying value of goodwill and indefinite life intangible assets (including licences and bartercard trade dollars) is assessed at leastannually to ensure that it is not impaired.

With regard to Goodwill and Licences, performing this analysis requires management to estimate future cash flows to be generated by thecash-generating unit, which entails making judgements, including the expected rate of growth of revenues and expenditures, assets andliabilities, and the resulting cashflows. Judgements also need to be made about the appropriate discount rate to apply when valuing futurecash flows.

Wages, salaries and annual leave Liabilities for wages, salaries and annual leave are recognised in respect of employees' services up to the reporting date. They are measuredat the amounts expected to be paid when the liabilities are settled.

Superannuation plans The Group pays contributions to superannuation plans, such as Kiwisaver. The Group has no further payment obligations once thecontributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributionsare recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

The statement of cash flows has been prepared using the direct approach modified by netting certain cash flows in order to provide more meaningful disclosure. These include reverse loan receivables and term deposit liabilities.

36




A sensitivity analysis performed by Management has highlighted that the carrying value of the Goodwill and other assets in the research andadvisory CGU are highly reliant on the achievement of revenue forecasts from advisory projects.

Management have performed a fair value less costs of disposal impairment test in relation to the carrying value of the bartercard tradedollars asset at 31 March 2019.

Further information on the impairment analysis, assumptions and sensitivity analysis can be found in note 14.

Business CombinationsAs described in Note 21.1, as the Company's acquisition of Corporate Holdings Limited on 3 August 2018 is deemed to be a reverseacquisition for accounting purposes, these financial statements represent a continuation of the consolidated financial statements ofCorporate Holdings Limited.

Corporate Holdings Limited purchased two businesses on 19 December 2017, General Finance Limited and Investment Research GroupLimited (refer to Notes 21.2 and 21.3).

With regard to the above transactions, Management have had to make judgements, including the following:

- Determining the entity which is the acquirer and the entity which is the acquiree.- Whether the entity acquired constitutes a business.- Determining the fair value of net assets acquired and identifiable net assets- Determining the fair value of consideration paid in the business combination.

Further information on the judgements made by management can be found in note 21.

Classification , recognition and measurement of redeemable preference shares4,957,000 redeemable preference shares with a nominal value of $4,974,850 were issued by the Group during the year ended 31 March2018. The Group has classified a portion of the redeemable preference shares as financial liabilities and a portion of the redeemablepreference shares as equity based on specific clauses in the subscription agreements. The redeemable preference shares have all convertedto ordinary share capital in the Group prior to 31 March 2019.

Further details on the redeemable preferences shares and the associated classification, recognition and measurement applied in thesefinancial statements can be found in the following notes:

- Note 18: Share capital, warrants and redeemable preference shares- Note 17: Other financial liabilities at amortised cost- Note 4.1: Adjustments relating to the finalisation of the acquisition accounting.

Classification of Bartercard Trade DollarsBartercard uses an electronic currency called a Bartercard Trade Dollar. The Company earns Bartercard Trade Dollars for the goods it sells tocustomers (trade debits) and uses the Bartercard Trade Dollars to make purchases (trade credits) from other Bartercard holders. The assetshave been classified as indefinite life intangible assets.

Management have classified the Bartercard Trade Dollars as having an indefinite useful life based on the analysis of relevant factorsincluding:- the participants in the Bartercard network;- the availability of relevant goods and services in the Bartercard network;- an assessment of the future viability of the Bartercard platform as a means of payment;- the level of expenditure required to maintain a Bartercard account and the Company's intention to continue paying these maintenancefees.

37




NOTE 4: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES

4.1 Adjustments relating to the finalisation of the acquisition accounting

●

●

●

4.2 Impact of the adoption of new accounting standards

(i) Impact of the adoption of NZ IFRS 9

● ●

●

●

● An increase to loss allowances for 12-month expected credit losses of $26,554 as at 31 March 2018 having an impact (reduction) in net profit after tax of $2,116 for the year ended 31 March 2018 and an after tax impact on opening retained earnings of $19,119 (decrease) as at 1 April 2018.

There has been no change to the classification of financial assets or financial liabilities.No change has been reflected with regard to the allowance for lifetime expected credit losses as required by NZ IFRS 9. This was previously the loan receivables impairment provision.

With respect to 12 month expected credit losses for loans without significant deterioration in credit risk, an increase to loss allowances has been recognised in the prior period consolidated financial statements, and increases to loss allowances in the prior period comparatives have been reflected as follows:

A $21,235 reduction in opening retained has been recognised on 19 December 2019 the date of the acquisition of General Finance Limited (refer note 21.1), in relation to the adoption of NZ IFRS 9.

4,957,000 redeemable preference shares with a nominal value of $4,974,850 were issued during the year ended 31 March 2018.These were originally classified as compound financial instruments with $4,747,418 being recognised in equity, and the balancebeing recognised as a financial liability at amortised cost. Fair value on initial recognition of the liability was $227,432, with acarrying value of $237,058 as at 31 Mar 2018 after interest expense of $9,626 recognised during the year ended 31 March 2018.Following a further review of the contractual terms of the agreements, it was determined that 3,457,000 redeemable preferenceshares with a face value of $3,475,850 should have been recognised as equity instruments as under the subscription agreement,the Group did not have a contractual obligation (including contingent) to deliver cash or other financial assets to the holders ofthese redeemable preference shares. 1,500,000 redeemable preference shares with a face value of $1,500,000 should have beenrecorded as a financial liability at amortised cost as under the subscription agreement there was a contingent obligation to delivercash if the Group did not complete its obligation to complete the acquisition described in note 21.1 within 180 days from the issuedate (note that the timeframe was later extended). The financial liability had a fair value on initial recognition of $1,394,746, withthe balance of $105,254 being recognised in equity. The overall impact of the adjustment is a $1,167,314 reduction in redeemablepreference share (equity) as at 31 March 2018, an increase to the carrying value of other financial liabilities at amortised cost of$1,215,463 as at 31 March 2018 and an increase to interest expense (and reduction in closing retained earnings) for the yearended 31 March 2018 of $48,149.

As disclosed in the 30 September 2018 interim accounts, the accounting for the acquisitions (refer to note 21) were provisional as theGroup was still in the process of completing its initial acquisition accounting. The following adjustments have been made to the initialaccounting:

The impact of the above corrections are further illustrated in the financial statement extracts in note 4.3.

The fair value of identifiable net assets recognised on the acquisition of General Finance Limited (refer note 21.2) was revised(increased) by $15,159 (including a $12,000 increase to intangible assets other than goodwill). Goodwill initially recognised on theacquisition has accordingly been reduced by $15,159. The fair value of identifiable net assets recognised on the acquisition of Investment Research Group Limited (refer note 21.3) wasrevised (decreased) by $191,226 (including a $232,130 reduction in intangible assets other than goodwill). Goodwill initiallyrecognised on the acquisition has accordingly been increased by $191,226.

The Group has adopted NZ IFRS 9 Financial instruments in the current period beginning 1 April 2018.

Valuation of equity securities classified as financial assets at FVTOCI

The equity securities held by the Group are required to be carried at fair value. Fair value of the investments has been estimated usinginputs for the asset or liability that are not based on observable market data (Level 3 inputs). Information on the judgements made,assumptions and estimates are included in the following notes:

- Note 15: Financial assets at FVTOCI- Note 6.4: Assets carried at fair value

38



NOTE 4: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)

(ii) Impact of the adoption of NZ IFRS 15

●

Contract balances 2019 2018 1 April 2017$ $ $

Accounts receivables 19,246 8,070 - Contract assets - - - Contract liabilities - - - Capitalised contract costs - - -

Only the affected balances and transactions are presented in the below extract financial statements.

(i) Consolidated Statement of Financial Position (extract)

Adjustmentsto acquisition Adoption 31 March

31 March accounting of IFRS 9 20182018* Increase / Increase / $

$ (Decrease) (Decrease) restatedEquityRedeemable preference shares 4,747,418 (1,167,314) - 3,580,104 Retained earnings (280,728) (48,038) (19,119) (347,885)Total equity 5,915,193 (1,215,352) (19,119) 4,680,722

Assets Loan receivables 8,610,506 - (26,554) 8,583,952 Other current assets 68,203 9,595 - 77,798 Deferred tax asset 32,938 - 7,435 40,373

- 50,800 - 50,800 Intangible assets and goodwill 2,707,179 (44,063) - 2,663,116

Total assets 16,384,065 16,332 (19,119) 16,381,278

Liabilities Accounts payable and other payables 208,386 (25,121) - 183,265 Related party payables 100,000 41,342 - 141,342 Other financial liabilities 237,058 1,215,463 - 1,452,521

Total liabilities 10,468,872 1,231,684 - 11,700,556 Net assets 5,915,193 (1,215,352) (19,119) 4,680,722

4.3 Extract of consolidated financial statements illustrating the impact of the adjustments to interim accounting for acquisitions andchanges in accounting policies

The Group has adopted NZ IFRS 15 Revenue from Contracts with Customers in the current period beginning 1 April 2018.

Investments

*The 31 March 2018 comparatives disclosed in the 30 September interim accounts already reflected the impact of IFRS 9. The first column above is prior to the adoption of IFRS 9.

Revenue streams associated with financial instruments, including interest revenue and fee revenue associated with theorigination of loan receivables are scoped out of NZ IFRS 15 and are recognised in accordance with NZ IFRS 9.

The following revenue streams are recognised in accordance with NZ IFRS 15- Advisory fee revenue- Yearbook and research sales- Other fee income

As at 1 April 2017, 31 March 2018 and 31 March 2019, no contract assets, contract liabilities or capitalised contract costs havebeen identified. Accordingly, despite the change in the revenue recognition policy for the Group, there have been no adjustmentsreflected in the consolidated financial statements in relation to the adoption of the standard. Refer to significant accountingpolicies for further details on the revenue recognition policies that have been adopted.

39



NOTE 4: IMPACT OF FINALISATION OF ACQUISITION ACCOUNTING AND CHANGES IN ACCOUNTING POLICIES (CONTINUED)

(ii) Consolidated Statement of Comprehensive Income (extract)

AdjustmentsYear ended to acquisition Adoption Year ended31 March accounting of IFRS 9 31 March

2018 Increase / Increase / 2018$ (Decrease) (Decrease) $

restatedInterest expense (160,983) (48,149) - (209,132)

Net interest income 230,574 (48,149) - 182,425

Other income 5,805 - - 5,805

Net revenue 291,737 (48,149) - 243,588

(31,653) - 2,939 (28,714)

Other expenses (413,878) 111 - (413,767) (445,531) 111 2,939 (442,481)

Loss before income tax expense (286,653) (48,038) 2,939 (331,752)Income tax (expense) / benefit 5,925 - (823) 5,102

Net loss after income tax expense (280,728) (48,038) 2,116 (326,650)

Total comprehensive income (280,728) (48,038) 2,116 (326,650)

NOTE 5: SEGMENT REPORTING

(Increase) / decrease of provision in respect of finance receivables

Management has determined the operating segments based on the components of the Group that engage in business activities, which havediscrete financial information available and whose operating results are regularly reviewed by the Group's chief operating decision maker.The chief operating decision maker has been identified as the Board of Directors. The Board of Directors makes decisions about howresources are allocated to the segments and assesses their performance.

Three reportable segments have been identified as follows:

- Finance Deposit taking and residential mortgage lending (reportable segment commenced on 19 December 2017 following the acquisition of GeneralFinance Limited).- Research and AdvisoryProvides investment advisory services and produces and sells investment research and publications (reportable segment commenced on 19December 2017 following the acquisition of Investment Research Group Limited).- Corporate and OtherCorporate function and investment activities (the business of the Company was allocated to this reporting segment following the reversetakeover transaction on 3 August 2018).

40



NOTE 5: SEGMENT REPORTING (CONTINUED)

$ $ $ $ $ $ 1,475,752 936 2,538 1,479,226 - 1,479,226

281,176 - - 281,176 - 281,176

- 280,320 - 280,320 - 280,320 - 43,967 - 43,967 - 43,967 23,415 - - 23,415 - 23,415 28,163 11,781 - 39,944 (11,781) 28,163 1,808,506 337,004 2,538 2,148,048 (11,781) 2,136,267

(592,791) - (47,479) (640,270) - (640,270) (92,332) - - (92,332) - (92,332) - (24,368) - (24,368) - (24,368) 1,123,383 312,636 (44,941) 1,391,078 (11,781) 1,379,297

19,456 - - 19,456 - 19,456 (486,670) (97,207) (19,133) (603,010) - (603,010)

(21,419) (275) - (21,694) - (21,694) - - (103,927) (103,927) - (103,927) - - (405,280) (405,280) - (405,280) (34,705) - 5,103 (29,602) - (29,602) 124,765 93,971 (676,824) (458,088) - (458,088)

21,808,422 1,154,633 997,919 23,960,974 (53,290) 23,907,684

15,065,715 104,822 37,777 15,208,314 (53,290) 15,155,024

Acquisition of property, plant and equipment, intangible assets, and other non-current assets*:

$ $ $ $ $ $ - - 696,928 696,928 - 696,928

- 255,875 - 255,875 - 255,875 35,212 - - 35,212 - 35,212

6,924 (262,799) 255,875 - - - 42,136 (6,924) 952,803 988,015 - 988,015

*excludes non-current finance receivables

Consolidated

Acquired through settlement of transactions / balancesOtherTransfers / reallocations between segments

(Increase) / decrease of provision in respect of finance

Revenue - fee income (finance receivables)

Total Assets

Revenue - interest income

Total Liabilities

Depreciation and amortisation

ConsolidatedYear ended 31 Mar 2019 FinanceResearch and

AdvisoryCorporate and

Other Total Segments Eliminations

Total Segments Eliminations

Business combinations

Personnel expenses

Revenue from contracts with customers- Advisory fee revenue- Yearbook and research sales

Interest expense

Corporate and Other

Income tax (expense) / benefit

Year ended 31 Mar 2019 FinanceResearch and

Advisory

Other income

Fee and commission expense (finance receivables)Cost of salesNet revenue

- Other fee income

Cost of acquiring listed shell

Net Profit After Tax

Total revenue

Acquisition expenses

41



NOTE 5: SEGMENT REPORTING (CONTINUED)

$ $ $ $ $ $ 390,282 72 1,203 391,557 - 391,557 57,859 - - 57,859 - 57,859

- 220,676 - 220,676 - 220,676

- 3,853 - 3,853 - 3,853 803 - - 803 - 803 5,805 67,868 - 73,673 (67,868) 5,805 454,749 292,469 1,203 748,421 (67,868) 680,553 (151,357) - (57,775) (209,132) - (209,132)

(7,332) - - (7,332) - (7,332) - (220,500) - (220,500) - (220,500) 296,060 71,968 (56,572) 311,456 (67,868) 243,588

(28,714) - - (28,714) - (28,714) (64,298) (45,997) - (110,295) - (110,295)

- - - - - - 5,102 - - 5,102 - 5,102 (13,658) (254,206) (58,786) (326,650) - (326,650)

15,080,519 1,324,737 503,586 16,908,842 (527,564) 16,381,278

10,143,577 532,022 1,552,521 12,228,120 (527,564) 11,700,556

Acquisition of property, plant and equipment, intangible assets, and other non-current assets*:

FinanceResearch and

AdvisoryCorporate and

Other Total Segments Eliminations Consolidated$ $ $ $ $ $

1,570,729 1,057,001 50,800 2,678,530 - 2,678,530

- 3,139 - 3,139 - 3,139 - 7,408 - 7,408 - 7,408

- (3,139) 3,139 - - - 1,570,729 1,064,409 53,939 2,689,077 - 2,689,077

*excludes non-current finance receivables

Year ended 31 Mar 2018

Acquired through settlement of transactions / balances

Business combinations

OtherTransfers / reallocations between segments

Total Assets

Total Liabilities

Income tax (expense) / benefit

Year ended 31 Mar 2018

Consolidated

Revenue - interest income

- Yearbook and research sales

Revenue - fee income (finance receivables)

- Advisory fee revenue

Revenue from contracts with customers

Net revenue

Net Profit After Tax

Research and AdvisoryFinance

Personnel expensesDepreciation and amortisation

(Increase) / decrease of provision in respect of finance

- Other fee income

Corporate and Other Total Segments Eliminations

Other income

Fee and commission expense (finance receivables)Cost of sales

Total revenueInterest expense

42



NOTE 6: RISK MANAGEMENT

6.1 Credit risk

2019 2018$ $

Northland 2,429,642 945,678 Auckland 7,140,043 2,715,825 Waikato 1,197,481 756,743 Wellington 2,785,633 1,599,566 Other North Island 3,210,645 1,772,829 Christchurch 172,161 704,262 Other South Island 524,664 215,825 Unsecured - 13,688

Total 17,460,269 8,724,416

2019 2018Number of Exposures

Number of Exposures

Less than $100,000 7 10 Between $100,000 and $250,000 19 16 Between $250,000 and $500,000 11 9 Between $500,000 and $1,000,000 12 3 Between $1,000,000 and $1,500,000 2 - Total No. of Exposures 51 38

The financial condition and operating results of the Group are affected by a number of key financial and non-financial risks. Financial risksinclude credit risk, liquidity risk and market risk. The non-financial risks include fair value risk relating to the Group’s investments carried atfair value through other comprehensive income.

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations, andarises principally from the Group's loan receivables, cash and cash equivalents and accounts receivable.

Loan receivables credit exposures are concentrated in the residential property sector, particularly in the North Island and the AucklandMarket. As at 31 March 2019, advances by the Group in the North Island residential property sector represented 96.0% (March 2018:89.3%) of its total exposure, with 40.9% (March 2018: 31.1%) being in the Auckland market. The geographical profile of loan receivables isanalysed further as follows:

The maximum credit exposure of the Group, assuming a zero value for collateral is $20,602,360 (March 2018: 13,693,211). This includesloans receivable of $17,460,269 (2018: $8,724,416), undrawn loan commitments of $173,528 (March 2018: $10,596), bank deposits of$2,949,317 (2018: $4,950,129) and accounts receivable of $19,246 (2018: $8,070). Of this exposure, 85.6% is covered by collateral overproperties as disclosed in note 11 (2018: 63.7%) and 14.3% is deposited with registered New Zealand banks (2018: 36.2%).

To manage credit on finance receivables the Group performs credit evaluations on all customers requiring advances. The approval processconsiders a number of factors including the value of the security compared to the value of the amount to be borrowed ("loan to valuationratio" or "LVR"), the creditworthiness of the borrower and their ability to repay.

The Group operates a credit risk (lending) policy which stipulates the Group's requirements regarding the security and LVR of the borrowing,the credit worthiness of borrowers, geographical spread, maximum loan exposure size and credit approval authority levels. Decisions onwhether to approve or decline loans are made by the credit committee in line with the Group's credit risk policy. Loan receivables aresubject to regular scrutiny, as a key component of credit risk management. This includes a review of the borrower’s repayment history andany interest arrears; any changes in the borrowers circumstances which could impact on their ability to repay either interest or principalamounts on their due date and any movement in the security value.

As at 31 March 2019 the Group’s loan advances are secured as follows: first mortgages 86.8% (March 2018: 87.7%), second mortgages 7.5%(March 2018: 12.1%), combined first and second mortgages 5.8% (March 2018: 0%) and unsecured 0% (March 2018: 0.2%).

The concentration of the credit exposure to the six largest exposures is 30.7% (March 2018: 38.2%) of the total loan portfolio. The Grouphas elected to disclose the largest six exposures as this is considered to provide a meaningful indication of concentration of credit risk. Anexposure is calculated as the total of all loan exposures to a single borrower or group of linked borrowers. The size of loan exposures isanalysed further as follows:

43



NOTE 6: RISK MANAGEMENT (CONTINUED)

-

-

Aging analysis – past due but not considered under-performing loans:2019 2018

$ $Up to 30 Days 449,898 170,879 31 - 60 Days 177,808 581,754 61 - 90 Days - - 91 - 120 Days - - 120+ Days - 717,932 Total 627,706 1,470,565

6.2 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial liabilities as they fall due.

The Group is also exposed to credit risk from deposits held with banks. As at balance date, the Group's cash and cash equivalents is held inNew Zealand Registered Banks including 95.4% with Bank of New Zealand (2018: 77.4%), 2.8% with ASB Bank (2018: 2.1%), 0.0% withWestpac New Zealand (2018: 20.4%), 0.2% with ANZ Bank New Zealand (2018: 0.0%) and 1.5% with Heartland Bank (2018: 0.0%).

The provision for expected credit losses for performing and under-performing loans is detailed and explained in note 11. Gross past due loanreceivables total $627,706 (March 2018: $1,595,265) which equates to 3.6% (March 2018: 18.3%) of total loan receivables. This balancecomprises:

Past due but not considered under-performing loans total $627,706 (March 2018: $1,470,565) which equates to 3.6% (March 2018:16.8%) of total loan receivables.

Under-performing loans total $nil (March 2018: $124,700) which equates to 0% (March 2018: 1.4%) of total gross loan receivables. Anyinterest accrued or capitalised on impaired assets has been provided for in the period it was accrued.

As at 31 March 2019 the total provision for lifetime expected credit losses for under-performing loans was $nil (March 2018: $58,949)assessed on an individual loan basis. The Group has security over all (2018: all but 1) of its loans. The level of the impairment provisionrepresents only those cases where the security value (if any), net of the expected costs of recovery, discounted over the expected time torecovery is not expected to cover the outstanding loan balance.

Security held over the past due assets is by way of first or second mortgage over residential properties. Loans now unsecured and impairedas a result of security enforcement total $nil (March 2018: $13,688) which equates to 0.0% (March 2018: 0.2%) of total loan receivables.

As at 31 March 2018, the Group had $842,633 in over 90-day past due assets (March 2019: $nil), as disclosed in note 11. Of this amount,$124,700 was considered to be under-performing at 31 March 2018 (March 2019: $nil).

Under-performing loans have a carrying value of $nil (March 2018: $65,751, comprising the loan value of $124,700, less allowance forlifetime expected credit losses of $58,949). Further details on how management identifies a loan as under-performing is included in note 11.

The Group operates a liquidity risk policy and endeavours to maintain sufficient funds to meet its commitments based on forecasted cashflow requirements. Management has internal control processes and contingency plans to actively manage the lending and borrowingportfolios to ensure the net exposure to liquidity risk is minimised. The exposure is reviewed on an on-going basis from daily procedures tomonthly reporting as part of the Group's liquidity management policies and processes.

44




Weighted2019 Average Total 0 - 6 7-Dec 13 - 24 24+

Interest Months Months Months MonthsRate $ $ $ $ $

Financial assetsBank deposits 2.34% 2,975,929 2,975,929 - - - Other financial assets 0.00% 19,246 19,246 - - - Loan receivables 10.84% 18,328,573 11,026,087 6,219,791 743,271 339,424

Totals 21,323,748 14,021,262 6,219,791 743,271 339,424

Financial liabilitiesTerm deposits 5.53% 15,985,335 4,486,666 3,388,915 5,554,788 2,554,966 Other payables 0.00% 71,672 71,672 - - -

Totals 16,057,007 4,558,338 3,388,915 5,554,788 2,554,966

Net cashflow 5,266,741 9,462,924 2,830,876 (4,811,517) (2,215,542)

Weighted2018 Average Total 0 - 6 7-Dec 13 - 24 24+

Interest Months Months Months MonthsRate $ $ $ $ $

Financial assetsBank deposits 1.24% 4,960,835 4,960,835 - - - Other financial assets 0.00% 8,070 8,070 - - - Loan receivables 11.89% 9,138,575 6,718,709 1,956,086 463,780 -

Totals 14,107,480 11,687,614 1,956,086 463,780 -

Financial liabilitiesTerm deposits 5.60% 10,548,230 2,449,402 2,295,800 3,907,436 1,895,592

15.00% 1,500,000 1,500,000 - - - Other payables 0.00% 208,703 208,703 - - -

Totals 12,256,933 4,158,105 2,295,800 3,907,436 1,895,592

Net cashflow 1,850,547 7,529,509 (339,714) (3,443,656) (1,895,592)

The following tables set out the undiscounted contractual cash flows, and the undiscounted expected cash flows, of the Group’s financialassets and liabilities. Refer to notes 10, 11 and 16 for respective interest rates. No other monetary assets and liabilities are interest bearing.

Contractual Cash Flows

Contractual Cash Flows

Other financial liabilities at amortised cost

45




2019 Total 0 - 6 7-Dec 13 - 24 24+ Months Months Months Months

$ $ $ $ $Financial assetsBank deposits 2,983,814 2,983,814 - - - Other financial assets 19,246 19,246 - - - Loan receivables 19,253,822 6,027,147 3,576,872 8,946,765 703,038

Totals 22,256,882 9,030,207 3,576,872 8,946,765 703,038

Financial liabilitiesTerm deposits 17,051,439 1,959,505 1,567,915 2,700,283 10,823,736 Other payables 71,672 71,672 - - -

Totals 17,123,111 2,031,177 1,567,915 2,700,283 10,823,736

Net cashflow 5,133,771 6,999,030 2,008,957 6,246,482 (10,120,698)

2018 Total 0 - 6 7-Dec 13 - 24 24+ Months Months Months Months

$ $ $ $ $Financial assetsBank deposits 4,980,811 4,980,811 - - - Other financial assets 8,070 8,070 - - - Loan receivables 9,616,405 3,814,432 1,262,212 4,322,731 217,030

Totals 14,605,286 8,803,313 1,262,212 4,322,731 217,030

Financial liabilitiesTerm deposits 11,728,899 1,161,059 1,097,835 1,950,533 7,519,472 Other payables 208,703 208,703 - - -

Totals 11,937,602 1,369,762 1,097,835 1,950,533 7,519,472

Net cashflow 2,667,684 7,433,551 164,377 2,372,198 (7,302,442)

- Redeemable preferences shares (other financial liabilities at amortised cost) were expected to be converted to equity at 31 March 2018.- 60% of maturing deposit holders reinvest (March 2018: 60%)- Reinvestments are made for a weighted average 24-month term (March 2018: 24 months)-

6.3 Market risk

Expected Cash Flows

50% of loans (March 2018: 50%) not past due repay on existing contractual maturity date, with the balance rolled over at their existinginterest rates and repaid after a further 12 months.

Expected Cash Flows

The table above shows management’s expected maturities of existing financial assets and liabilities. In determining the expected cash flow, the following assumptions have been made based on management’s best estimate having regard to current market conditions and past experience:

Market risk is the risk that changes in market prices, such as interest rates will affect the Group's income or the value of its holdings offinancial instruments.

Interest rate risk is the risk of loss to the Group arising from adverse changes in interest rates. The Group's financing activities are exposedto interest rate risk in respect of its interest earning assets and interest bearing liabilities. Changes to interest rates can impact the Group'sfinancial results by affecting the interest spread earned on these assets and liabilities. Interest rates for finance receivables, term deposits,and bank deposits (other than those on call) are fixed for the term of their respective contracts. Interest rates are repriced on contractualmaturity dates of the financial instruments. There is a risk that different financial instruments (such as finance receivables and termdeposits) are repriced on different dates, i.e. a repricing risk (refer to contractual cash flows under liquidity risk for repricing dates).

46




The table below summarises the sensitivity of the Group’s financial assets and liabilities to interest rate risk.

Carrying 2019 Amount -1% Profit -1% Equity +1% Profit +1% Equity Financial Assets $ $ $ $ $ Cash and cash equivalents 2,949,317 (29,493) (21,235) 29,493 21,235 Finance Receivables 17,460,269 (174,603) (125,714) 174,603 125,714

Financial LiabilitiesTerm Deposits 14,928,161 149,282 107,483 (149,282) (107,483)

Total increase / (decrease) (54,814) (39,466) 54,814 39,466

Carrying 2018 Amount -1% Profit -1% Equity +1% Profit +1% Equity Financial Assets $ $ $ $ $ Cash and cash equivalents 4,950,129 (49,501) (35,641) 49,501 35,641 Finance Receivables 8,724,416 (87,244) (62,816) 87,244 62,816

Financial LiabilitiesTerm Deposits 9,862,510 98,625 71,010 (98,625) (71,010)Other financial liabilities at amortised cost 1,452,521 14,525 10,458 (14,525) (10,458)

Total increase / (decrease) (23,595) (16,989) 23,595 16,989

6.4 Assets carried at fair value

Level 1 Fair value is calculated using quoted prices in active markets.Level 2

Level 3 Fair value is estimated using inputs for the asset or liability that are not based on observable market data.

2019 Note Level 1 Level 2 Level 3 Total Fair value assets $ $ $ $

15 - - 190,483 190,483

2018 Level 1 Level 2 Level 3 Total Fair value assets $ $ $ $

15 - - 50,800 50,800

Refer to the note annotated for more detail on the valuation methodology.

Fair value is estimated using inputs other than quoted prices in level 1 that are observable for the assets or liability, either directly (as prices) or indirectly (derived from prices).

Financial assets at fair value through other comprehensive income - investment in equities

Financial assets at fair value through other comprehensive income - investment in equities

47



NOTE 7: OTHER EXPENSES

Included in other expenses are the following amounts: 2019 2018$ $

Directors fees 118,783 17,666

Audit fees - Baker Tilly Staples Rodway 126,893 60,375 Taxation compliance - Baker Tilly Staples Rodway 12,813 1,932 Total remuneration paid to auditors 139,706 62,307

NOTE 8: TAXATION

8.1 Income tax2019 2018

$ $Net operating loss before taxation (428,487) (331,752)

Income tax benefit at prevailing rates 119,976 92,891 Tax impact of expenses not deductible for tax purposes (160,961) (16,308)

Recognition of previously unrecognised deferred tax in respect of timing differences1 10,027 -

Losses not recognised2 - (71,481)Over provision in prior year 1,357 -

Taxation expense per the statement of comprehensive income (29,601) 5,102

Comprising:- Current tax (27,636) (20,805)- Deferred tax (1,965) 25,907

(29,601) 5,102

8.2 Deferred tax asset2019 2018

$ $Balance at beginning of year 40,373 - Acquisition of General Finance Limited (note 21.2) - 14,465 Increase / (decrease) in provision for expected credit losses (8,917) 16,298 Increase / (decrease) in accrued expenses (3,075) 9,610 Recognition of previously unrecognised deferred tax 10,027 -

38,408 40,373

Deferred tax attributed to:Accrued expenses 23,384 16,432 Allowance for expected credit losses 15,024 23,941

38,408 40,373

2Losses not recognised in the previous year relate to losses incurred by Group entity Investment Research Group Limited up to 31 March2018 from the date it was acquired by the Group (refer note 21.3). The losses are unable to be carried forward to the 31 March 2019 taxyear as the conversion of the redeemable preferences shares (described in note 18) resulted in a breach of greater than 49% shareholdercontinuity in respect of the loss carry forward rules in the Income Tax Act 2007. As at 31 March 2019 there are no losses that can be carriedforward to future years.

1Recognition of previously unrecognised deferred tax related to deferred tax not previously recognised by the Company (General CapitalLimited) in respect of accrued expenses. Deferred tax has been recognised in the current period on the basis that taxable losses incurred inthe Company can be offset with taxable income of other entities within the Group.

48



NOTE 8: TAXATION (CONTINUED)

8.3 Imputation credit account2019 2018

$ $Balance at beginning of year 35,037 - Tax Paid 142,451 35,037 Credits attached to dividends received 142 -

Imputation credits written off due to change in shareholder continuity1 (104,398) - 73,232 35,037

NOTE 9: EARNINGS PER SHARE2019 2018

Cents Cents

(0.46) (4.14)

(0.36) (1.39)

2019 2018

Basic earnings per share $ $

(458,088) (326,650)

(458,088) (326,650)

2019 2018Number Number

98,942,264 7,885,601 Adjustments for calculation of diluted earnings per share:- Redeemable preference shares 27,619,996 15,586,348

126,562,260 23,471,949

NOTE 10: CASH AND CASH EQUIVALENTS2019 2018

$ $Bank deposit and current accounts 799,317 2,438,782 Short term bank deposit (original maturity of less than 150 days) 2,150,000 2,511,347

2,949,317 4,950,129

Interest Rates: Between 0.00% and 2.50% (on call) and between 2.94% - 3.23% (short term bank deposit).There is no overdraft facility (March 2018: Nil)

The weighted average number of shares up to the date of the reverse acquisition on 3 August 2018 (refer note 21.1), is represented by theweighted average number of Corporate Holdings Limited shares on issue during this period, multiplied by the conversion ratio of 16.27. Theconversion ratio is the number of ordinary shares that were issued by the Company for each Corporate Holdings Limited share acquired onthe acquisition date. Diluted earnings per share up to the date of the reverse acquisition reflects the dilutive impact of the CorporateHoldings Limited redeemable preferences shares that were issued during the year ended 31 March 2018. The redeemable preference sharesconverted to ordinary shares in Corporate Holdings Limited on 3 Aug 2018 before being acquired by the Company.

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share

Basic earnings per share from attributable to the ordinary equity holders

Profit / (loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share:

Profit / (loss) attributable to the ordinary equity holders of the company used in calculating diluted earnings per share:

Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share

Diluted earnings per share from attributable to the ordinary equity holders

1Shareholder continuity breached by greater than 66% on conversion of redeemable preference shares in Corporate Holdings Limited (refer to note 18).

49



NOTE 11: LOAN RECEIVABLES

2019 2018$ $

First mortgage advances 15,152,307 7,651,223 Second mortgage advances 1,301,526 1,059,505

Combined first and second mortgage advances1 1,006,436 - Unsecured advances - 13,688

17,460,269 8,724,416 Less deferred fee income and expenditure (129,407) (54,961)Less allowance for 12-month expected credit losses (53,658) (26,554)Less allowance for lifetime expected credit losses - (58,949)

Net carrying value 17,277,204 8,583,952

Current portion 16,298,686 8,145,777 Non-current portion 978,518 438,175

17,277,204 8,583,952

Interest rate: Between 8.95% and 16.50% (2018: Between 8.95% and 16.50%). Effective interest rate: Between 10.04% and 20.34% (2018: Between 11.14% and 25.25%).For loans that are in default, an additional 10% interest is charged.

Borrower payment terms are profiled as follows:2019 2018

$ $Principal only - 13,688 Principal and interest paid monthly - 61,187 Interest only paid monthly 15,300,772 8,474,380 Interest capitalised 2,159,497 175,161

Total loan receivables 17,460,269 8,724,416

1 Loan advance secured by first mortgage over one property and second mortgage over another property. Classified as a second mortgagefor the purposes of calculating General Finance Limited's (subsidiary entity) capital ratio in accordance with the Deposit Takers (CreditRatings, Capital Ratios, and Related Party Exposures) Regulations 2010.

Loan receivables represent loans at commercial interest rates. Current loan receivables are contractually repayable within 12 months. Non-current loan receivables are contractually repayable within 12 months to 4 years.

At year end there was $173,528 in outstanding loan commitments including future capitalised interest (March 2018: $10,596).

The core lending activity of the Group is providing, through a broker network, short term and bridging finance secured by mortgage overresidential property. The majority of loans are entered into with a maturity date within 12 months, with a proposal that repayment will befunded by the sale of the secured property or through refinancing by the borrower. The Group’s lending policy allows for a maximum “loanto security value” of 70% (excluding fees and charges) on advances.

At balance date, 40.7% (March 2018: 57.9%) of loans by number and 31.4% (March 2018: 59.7%) by value represent loans that have been rolled over and are into their second or subsequent credit periods.

Where loans have been rolled over, their classification in these consolidated financial statements as current or non-current, or as past due, is based on payment due dates as per the terms of the extended contract, and not as per the original or preceding contract.

50



NOTE 11: LOAN RECEIVABLES (CONTINUED)

Credit risk – loan receivables

- The loan to valuation ratio of the loan.- Any known changes to the secured property which may impact on the value of the security.- Current and forecast economic data including property values, interest rates, regional economic activity and employment data.- Defaults in contractual payments by the borrower, or changes in the expected payment ability of the borrower. - Other adverse items.

Category 1 – Performing loans

Category 2 – Under-performing loans

Reconciliation of movement in allowance for 12-month expected credit losses for performing loans2019 2018

$ $Balance at beginning of period 26,554 - Acquisition of General Finance Limited (refer note 21.2) - 29,494 Increase due to new loans advanced 41,010 10,701 Decrease due to repaid loans (13,906) (13,298) Decrease due to transfers to under-performing loans - (343)

Balance at end of period 53,658 26,554

Reconciliation of movement in allowance for lifetime expected credit losses for under-performing loans2019 2018

$ $Balance at beginning of period 58,949 - Acquisition of General Finance Limited (refer note 21.2) - 27,296 Additional allowance for lifetime expected credit losses - 45,261 Reversals of previously recognised lifetime expected credit losses (46,561) (13,608) Bad debts written off (12,388) -

Balance at end of period - 58,949

Under-performing loans are those where there has been a significant increase in credit risk. Generally, these loans have a loan to valuation ratio above 85% or there are other indicators that a loss is more likely to be incurred than when the loan was originated. The provision is based on the lifetime expected credit losses of the loans.

Allowances for lifetime expected credit losses for under-performing loans are calculated on an individual basis. The allowances are probability weighted losses which are determined by evaluating a range of possible future outcomes and are discounted using the original effective interest rate of the loans.

The provision is based on the 12 month expected credit losses of the loans, or where the loans are less than 12 months from maturity, the expected losses for the lifetime of the loan (loans normally have a contractual maturity period of between 3 months and 24 months). Management have calculated the allowance for 12-month expected losses based on average historical annual write offs and have given due consideration to current and forecasted economic factors. Accordingly, an allowance of 0.31% has been recognised for performing loans (March 2018: 0.31%).

The Group considers the probability of default upon initial recognition of loan receivables and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in the credit risk, the Group compares the risk of a loss being incurred on the loan receivable as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward looking information. The following key indicators are considered:

Performing loans are those where there has been no significant increase in credit risk. Generally, these loans have a loan to valuation ratio below 85%, all contractual payment obligations have been met by borrowers, and there are no other indicators that a loss is more likely to be incurred than when the loan was first originated. The presumption that loans which are 30 days past due have a significant increase in credit risk since initial recognition is able to be rebutted by management where the loan to valuation ratio has not increased significantly (for instance above 85%) and there are no other adverse factors.

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NOTE 11: LOAN RECEIVABLES (CONTINUED)

Reconciliation of movement in performing loans2019 2018

$ $Balance at beginning of period 8,599,716 - Acquisition of General Finance Limited (refer note 21.2) - 9,551,879 Advances 13,364,314 3,465,676 Repayments (4,503,761) (4,306,827) Transfers to under performing loans - (111,012) Bad debts written off - - Balance at end of period 17,460,269 8,599,716

Reconciliation of movement in under-performing loans2019 2018

$ $Balance at beginning of period 124,700 - Acquisition of General Finance Limited (refer note 21.2) - 438,444 Additions to under-performing loans - 111,012 Repayments (112,312) (424,756) Bad debts written off (12,388) - Balance at end of period - 124,700

NOTE 12: INVESTMENT IN SUBSIDIARIES

Subsidiary 2019 2018Corporate Holdings Limited (CHL) Holding company 100.0% 6.4%General Finance Limited Finance 100.0% 6.4%Investment Research Group Limited Research and advisory 100.0% 6.4%Commercial and General Finance Limited Dormant 100.0% 6.4%General Finance & Investments Limited Dormant 100.0% 6.4%General Finance & Leasing Limited Dormant 100.0% 6.4%General Leasing Limited Dormant 100.0% 6.4%General Loan and Finance Limited Dormant 100.0% 6.4%Mykco Limited (previously named General Capital Limited) Dormant 100.0% 6.4%

All subsidiaries have a 31 March balance date.

Ownership Interest Held

The ownership interests above are from the perspective of the legal parent, General Capital Limited (GCL). At 31 March 2018, GCL owned6.4% of the ordinary shares of CHL, the acquirer for accounting purposes. All of the above entities (other than CHL) were owned 100% byCHL at 31 March 2018. Refer to note 21 for further details on the business combinations.

52



NOTE 13: PROPERTY, PLANT AND EQUIPMENT

Office Equipment

$CostAt 1 April 2017 - Additions 7,040

At 31 March 2018 7,040

Additions 2,629

At 31 March 2019 9,669

Accumulated depreciationAt 1 April 2017 - Depreciation charge for the year -

At 31 March 2018 -

Depreciation charge for the year 3,493

At 31 March 2019 3,493

Net book valueAt 31 March 2018 7,040

At 31 March 2019 6,176

NOTE 14: INTANGIBLE ASSETS

BartercardTrade

Goodwill Licences Dollars Software Total$ $ $ $ $

Year ended 31 March 2018Opening net book amount - - - - - Additions - - 2,279 33,107 35,386

1,323,729 247,000 - - 1,570,729

1,027,001 30,000 - - 1,057,001 Closing net book amount 2,350,730 277,000 2,279 33,107 2,663,116

At 31 March 2018Cost 2,350,730 277,000 2,279 33,107 2,663,116

- - - - - Net book amount 2,350,730 277,000 2,279 33,107 2,663,116

Acquisition of Investment Research Group Limited (Note 21.3)

Acquisition of General Finance Limited (Note 21.2)

Accumulated amortisation and impairment

53



NOTE 14: INTANGIBLE ASSETS (CONTINUED)

BartercardTrade

Goodwill Licences Dollars Software Total$ $ $ $ $

Year ended 31 March 2019Opening net book amount 2,350,730 277,000 2,279 33,107 2,663,116 Additions - - 5,795 32,742 38,537

- - 693,313 - 693,313 Disposals - - (110,209) - (110,209)Amortisation charge - - - (18,201) (18,201)Closing net book amount 2,350,730 277,000 591,178 47,648 3,266,556

At 31 March 2019Cost 2,350,730 277,000 591,178 65,849 3,284,757

- - - (18,201) (18,201)Net book amount 2,350,730 277,000 591,178 47,648 3,266,556

Impairment testing for cash-generating units (CGU) containing brands and licences

GoodwillAllocated to the finance CGU 1,323,729 1,323,729 Allocated to the research and advisory CGU 1,027,001 1,027,001

2,350,730 2,350,730

Licences with an indefinite useful lifeAllocated to the finance CGU 247,000 247,000 Allocated to the research and advisory CGU 30,000 30,000

277,000 277,000

Finance CGU

Total Assets Total Liabilities Revenue Expenditure FCFEYear one growth assumptions 62.5% 80.4% 81.0% 58.2% 283.7%Year two growth assumptions 18.0% 18.6% 35.0% 22.5% 84.9%Year three growth assumptions 7.9% 6.3% 11.5% 8.3% 19.8%Year four growth assumptions 7.6% 5.9% 6.3% 4.9% 9.5%Year five growth assumptions 5.0% 2.8% 4.7% 3.8% 6.6%

The aggregate carrying amounts of goodwill and indefinite life licences are outlined above. Goodwill primarily relates to growthexpectations, expected future profitability and the workforce of the CGU's. Management have assessed that there is no foreseeable limit tothe period of time over which the goodwill and licences are expected to generate net cash inflows for the Group and as such they have beenassessed as having an indefinite useful life.

The recoverable amount of the CGUs has been determined based on value in use calculations. These calculations use pre-tax cash flowprojections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period areextrapolated using the estimated long term growth rates stated below. The growth rate does not exceed the long term average for theproducts, industries or country in which the CGUs operate. For each of the CGU's with goodwill and indefinite life licences, the keyassumptions, long term growth rate and discount rate used in the value in use calculations are as follows.

Pre-tax free cash flows to equity holders (FCFE) have been forecasted based on growth in the non-bank deposit taking / residential lendingbusiness within the current constraints of the licence / trust deed. The forecasted growth in net cash flows is driven primarily by the netinterest and fee margin from forecasted growth in deposit funding and the loan book. For reference purposes, pre-tax FCFE was $173,925 in2019. Significant expenditure has been incurred since the business was purchased by the Group to ensure that the business has thecapacity and resources to allow from the growth.

Reverse Acquisition (Note 21.1)

Accumulated amortisation and impairment

54



NOTE 14: INTANGIBLE ASSETS (CONTINUED)Forecast assumptions

Terminal growth beyond year 5 2.0%Pre-tax discount rate (cost of equity) 14.2%

Research and advisory CGU

Forecast assumptionsYearly growth in FCFF (years one - five) 5.0%Terminal growth beyond year five 2.0%Pre-tax discount rate (cost of equity) 16.0%

Bartercard trade dollars

NOTE 15: INVESTMENTSNote 2019 2018

$ $Investment in Barter Investments Limited 19 35,938 50,800 Investment in Sports & Education Corporation Limited 19 154,545 -

190,483 50,800

Bartercard trade dollars comprise the balance of Bartercard Trade Dollars on hand at period end net of accumulated impairment losses. For the years ended 31 March 2018 and 31 March 2019 it was determined that the fair value less costs of disposal of the Bartercard tradedollars was equivalent to the carrying value of the assets. Fair value less costs of disposal was determined based on the fact that all marketparticipants (being other Bartercard members) accept the terms and conditions of Bartercard which stipulate that a Bartercard Trade Dollaris equivalent to a New Zealand dollar at the date of exchange in respect of future purchases or goods and services. In addition, as there areno significant disposal costs associated with settling transactions in Bartercard trade dollars, management have determined that the fairvalue less costs of disposal are equal to the carrying value of bartercard trade dollars.

In assessing the impairment of the goodwill and licences in the finance CGU, a sensitivity analysis for reasonable possible changes inassumptions was performed. This included decreasing and increasing the years 1-5 forecasted cash flows (based on the above growthassumptions) by 25%, decreasing and increasing the terminal growth rate by 0.5%, and decreasing and increasing the discount rate by 1%.These reasonably possible changes in assumptions did not result in an impairment to the CGU.

Pre-tax free cash flows to the firm (FCFF) has been forecasted based on expected revenue and expenditure growth in the research and advisory business.

In assessing the impairment of the goodwill and licences in the research and advisory CGU, a sensitivity analysis for reasonable possiblechanges in assumptions was performed. This included decreasing and increasing the years 1-5 forecast cash flows by 100%, decreasing andincreasing the terminal growth rate by 0.5%, and decreasing and increasing the discount rate by 1%. A reduction in forecasted cash flows by100% would result in an impairment of $1,049,811 to the CGU. An increase in the discount rate by 1% would result in an impairment of$10,226 to the CGU. The other sensitivity movements did not result in an impairment to the CGU.

Management have determined that a 100% reduction in forecasted cash flows is a reasonably possible change. This is because the cashflows of the research and advisory group rely most significantly on securing and completing one or more advisory projects per year. Shouldthis not be achieved, then the net cash flows of the CGU may be breakeven or negative (net cash outflow) in the forecast years. The forecasthas been developed based on historical performance and current advisory opportunities. As at the date of these consolidated financialstatements there are no known adverse factors which would impact on the ability of the CGU to achieve the forecasts.

The 3.72% stake in Barter Investments Limited is held by Investment Research Group Limited. The investment in the unlisted investmentholdings company is classified as a financial asset at fair value through other comprehensive income. This equity is not quoted in an activemarket. The fair value of this equity security is based on the Group's share of the entity's net assets at reporting date as reported in theentity's financial statements (valuation technique). The majority of the entity's assets and liabilities are reported in their financial statementsat either their fair value or their carrying value which approximates their fair value (the significant unobservable inputs). The inter-relationship between key unobservable inputs and fair value measurement is that an increase / (decrease) in the net assets would increase /(decrease) the fair value of the investment. A loss of $14,862 has been recognised in other comprehensive income during the year in relationto the fair value of the investment (2018: $nil).

55



NOTE 15: INVESTMENTS (CONTINUED)

NOTE 16: TERM DEPOSITS

2019 2018$ $

Gross term deposit liability 14,928,161 9,862,510 Less deferred commission expenditure (27,703) (8,418)

Net carrying value 14,900,458 9,854,092

Contractual repayment terms:On call 74,980 105,243 Within 12 months 7,253,613 4,217,742 Greater than 12 months 7,571,865 5,531,107

14,900,458 9,854,092

Repayment Terms: On call up to 5 yearsInterest Rate: 3.75% - 6.75% and 2.00% on call (March 2018: 4.00% - 7.00% and 2.00% on call)Effective Interest Rate: 3.80% - 6.75% and 2.00% on call (March 2018: 4.07% - 7.19% and 2.00% on call)Security:

Further analysis of gross deposit funding is as follows:

Concentration of funding 2019 2018$ $

Auckland 5,862,443 4,642,865 Wellington 1,312,135 984,181 Other North Island 4,220,147 3,106,837 South Island 880,321 950,475 Overseas * 2,653,115 178,152 Total gross term deposit liability 14,928,161 9,862,510

*The largest deposit holder resides overseas and is a director of the Company (refer to note19).

First ranking security interest over the assets and undertakings of General Finance Limited in favour of theTrustee (subject only to any prior security interests permitted by the Trust Deed and preferential claims givenpriority by operation of law).

The Group has a total of 222 depositors as at 31 March 2019 (March 2018: 170). As at balance date, the largest deposit the Group has is$628,149 (March 2018: $300,000) which represents 4.21% (March 2018: 3.04%) of total deposits. As at balance date the largest aggregatedeposits under a single deposit holder totals $2,633,389 (March 2018: $600,000) which represents 17.64% (March 2018: 6.08%) of totaldeposits and have a weighted average maturity date of 6.43 months from balance date (March 2018: 3.25 months from balance date). Thelargest deposit holder at 31 March 2019 is a director of the Company (refer to note 19).

The 0.96% stake in Sports & Education Corporation Limited is held by Investment Research Group Limited and was acquired in late March2019 as a portion of revenue for the completion of an advisory project. The investment in the Unlisted Securities Exchange (USX) listedcompany which owns various brands in the international sports and education sectors is classified as a financial asset at fair value throughother comprehensive income. The equity securities are quoted on the Unlisted Securities Exchange in New Zealand, however there has notbeen significant trading activity in the securities since it was listed in December 2018. The fair value of the equity security is estimated byManagement to be $0.50 per share based on the quoted price (latest traded price) of the security of $0.75 per share at reporting date (anobservable input) and a risk adjustment of -33% per share (a significant unobservable input). The risk adjustment is estimated bymanagement and represents the expected discount to the quoted price required for the significant measurement uncertainty (the low levelof trading in the security compared to other similar quoted securities). Management have estimated the discount with reference to publiclyavailable information including the 31 March 2018 financial statements and the listing profile of the entity. The inter-relationship betweenthe key unobservable input and fair value measurement is that an increase / (decrease) in the risk adjustment (an increase being a higherdiscount) would (decrease) / increase the fair value of the investment. There have been no amounts recognised in other comprehensiveincome during the year in relation to fair value movements of the investment (2018: $nil).

56



NOTE 16: TERM DEPOSITS (CONTINUED)

Contractual maturity of funding 2019 2018$ $

Maturing in 0 - 6 months 4,190,400 2,207,958Maturing in 6 - 12 months 3,141,478 2,115,504Maturing in 12 - 24 months 5,185,710 3,702,957Maturing after 24 months 2,410,573 1,836,091Total gross term deposit liability 14,928,161 9,862,510

Profile of deposit holders 2019 2019 2018 2018$ $

Deposits over $200,000 12 6,165,149 9 3,201,608Deposits $100,000 - $200,000 18 2,598,273 14 2,007,821Deposits $50,000 - $100,000 44 3,159,596 27 1,969,236Deposits $20,000 - $50,000 60 1,913,651 58 1,884,047Deposits $10,000 - $20,000 48 775,251 38 605,606Deposits under $10,000 40 316,241 24 194,192Total gross term deposit liability 222 14,928,161 170 9,862,510

NOTE 17: OTHER FINANCIAL LIABILITIES

Redeemable preference shares - type 2 2019 2018$ $

Balance at beginning of period 1,452,521 - Fair value of redeemable preference shares issued - 1,394,746 Unwind of discount 47,479 57,775 Conversion to ordinary shares in Corporate Holdings Limited (1,500,000) -

- 1,452,521 Refer to note 18 for further details on the terms of the type 2 redeemable preference shares.

NOTE 18: SHARE CAPITAL, WARRANTS AND REDEEMABLE PREFERENCE SHARES

Note Number $ Number $Ordinary shares (a) 153,845,313 9,573,495 19,616,874 1,448,503

Redeemable preference shares - type 1 (b) - - 3,457,000 3,474,850 Redeemable preference shares - type 2 (c) - - 1,500,000 105,254

- - 4,957,000 3,580,104

153,845,313 9,573,495 24,573,874 5,028,607

2019 2018

As described in note 21.1, these consolidated financial statements have been prepared as a continuation of the financial statements ofCorporate Holdings Limited (CHL), as such the carrying amount of share capital reflects the value of shares issued by CHL (up to the date ofthe reverse acquisition transaction described in note 21.1). However as General Capital Limited (formerly Mykco Limited) is the legal parentof the Group, and the listed entity, the number of ordinary shares shown below represent the number of shares on issue by General CapitalLimited.

57



NOTE 18: SHARE CAPITAL, WARRANTS AND REDEEMABLE PREFERENCE SHARES (CONTINUED)

Number $Balance at 1 April 2017 19,616,874 1,000

- 1,455,000 - (7,497)

Balance at 31 March 2018 19,616,874 1,448,503 Conversion of redeemable preference shares to ordinary shares - equity portion - 3,580,104 Conversion of redeemable preference shares to ordinary shares - financial liability portion - 1,500,000 Ordinary shares issued on reverse acquisition transaction (note 21.1) 104,323,240 1,121,259

27,502,221 1,856,400 2,402,978 162,200 - (94,971)

Balance at 31 March 2019 153,845,313 9,573,495

Number $ Number $Balance at 1 April 2017 - - - -

3,457,000 3,474,850 1,500,000 105,254 Balance at 31 March 2018 3,457,000 3,474,850 1,500,000 105,254

(3,457,000) (3,474,850) (1,500,000) (105,254)Balance at 31 March 2019 - - - -

(a) Ordinary shares

(i) Shareholder Purchase Plan

(ii) Placements

(b) Redeemable preference shares - type 1

Redeemable preference shares - type 2

Conversion of redeemable preference shares to ordinary shares

Transaction costs arising on

Ordinary shares issued during the yearTransaction costs arising on shares issued

Ordinary shares issued - placementsOrdinary shares issued - share purchase plan

Redeemable preference shares issued during the period

Ordinary shares

Corporate Holdings Limited issued 3,100,000 type 1 redeemable preference shares at an issue price of $1.00 per share on 15 December2017 and a further 357,000 type 1 redeemable preference shares on 26 January 2018 at an issue price of $1.05 per share .

The terms of the subscription agreement entitled Corporate Holdings Limited to convert the preference shares into ordinary CorporateHoldings Limited Shares (on a 1:1 basis) or to repay the holder. The Group did not have a contractual obligation (including contingent) todeliver cash or other financial assets to the holders of these redeemable preference shares, as such they have accordingly been recorded asequity instruments. The shares were converted to ordinary shares in Corporate Holdings Limited on 3 August 2018 prior to the reverseacquisition transaction described in note 21.1.

1,037,037 ordinary shares have been issued to Directors and Senior Managers for an aggregate subscription value of $70,000. (refer tonote 19)

Redeemable preference shares - type 1

7,850,111 ordinary shares have been issued to Borneo Capital Limited (Borneo) for an aggerate subscription value of $529,883 to allowBorneo to maintain its current 26.25% shareholding in the Company. (refer to note 19)

2,402,978 ordinary shares have been issued to 39 shareholders with an aggregate subscription value of $162,200.

The Company issued shares at 6.75 cents per share on 7 December 2018 in relation to a share purchase plan and placement of shares.Further details of these transactions is included below:

All ordinary shares rank equally and entitle the holder to participate in dividends and to share in the proceeds of winding up the Company inproportion to the number of and amounts paid on the shares held. One vote is attached to each fully-paid ordinary share. Shares have nopar value. The Company is listed on the NZAX at 31 March 2019 - the secondary market of the New Zealand Stock Exchange, andsubsequently migrated to the NZX main board on 1 July 2019.

During the year ended 31 March 2018 455,000 shares were issued for consideration of $455,000 and 1,000,000 shares were issued at a fairvalue of $1,000,000 as part of the consideration paid for the acquisition of Investment Research Group (refer to note 21.3). These shareswere issued to related parties as detailed in note 19.

As detailed in Note 21.1, the acquisition of Corporate Holdings Limited was settled on 3 August 2018 by the issue of 104,323,240 ordinaryshares in General Capital Limited at a fair value of $1,121,259.

18,615,073 ordinary shares have been issued to wholesale investors for an aggregate subscription value of $1,256,518.

58



NOTE 18: SHARE CAPITAL, WARRANTS AND REDEEMABLE PREFERENCE SHARES (CONTINUED)

(c) Redeemable preference shares - type 2

(d) WarrantsNumber $ Number $

Balance at 1 April 2017 - - - - Balance at 31 March 2018 - - - -

153,845,313 - 307,690,626 - Balance at 31 March 2019 153,845,313 - 307,690,626 -

On 11 December 2018 the company issued the following warrants:-

-

NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS

The Group had dealings with the following related parties during the reporting periods:

Related party RelationshipDirectors (Refer to Director Profiles) DirectorsAlistair Ward Director of Subsidiary (General Finance Limited)Donald Hattaway Director of Subsidiary (General Finance Limited)Garth Ward Director of Subsidiary (Corporate Holdings Limited)Gregory Pearce Director of Subsidiary (General Finance Limited)Robert Hart Director of Subsidiary (General Finance Limited)Almond Draw Limited Common DirectorBarter Investments Limited Common DirectorBorneo Capital Limited Common DirectorCampbell MacPherson Limited Common DirectorEquity Investment Advisers Limited Common DirectorMoneyonline Limited Common DirectorPegasus Golf Limited

Snowdon Peak Limited Common DirectorSports & Education Corporation Limited2 Common Director

Major shareholders, directors, directors of subsidiaries and closely related persons or entities to them are considered related parties of the Group.

Common Director with Sports & Education Corporation Limited2 (parent company of Pegasus Golf Limited)

Corporate Holdings Limited issued 1,500,000 type 2 redeemable preference shares at an issue price of $1.00 per share on 15 December2017.

The terms of the subscription agreement allowed entitled Corporate Holdings Limited to convert the preference shares into ordinary sharesof Corporate Holdings Limited (on a 1:1 basis) if the acquisition described in note 21.1 was completed within 180 days from the issue date.There was a contingent obligation to deliver cash to the holder if the Group did not complete its obligation to complete the acquisitionwithin that timeframe (which was later extended). The type 2 redeemable preference shares have accordingly been recognised as a financialliability at amortised cost (refer to note 17) and had a fair value on initial recognition of $1,394,746, with the balance of $105,254 beingrecognised in equity. The shares were converted to ordinary shares in Corporate Holdings Limited on 3 August 2018 prior to the reverseacquisition transaction described in note 21.1.

GENWA Warrants GENWB Warrants

Issue of warrants during the period

153,845,313 2020 warrants (GENWA) have been issued, 146,026,771 to eligible shareholders and 7,818,542 to a Holding Account managed by the Company. All warrants were issued on a basis of one warrant for each share held on record date. The warrants are exercisable on or before 31 March 2020 at 7.75 cents per share for each warrant held. Further details are in the offer document.

307,690,626 2021 warrants (GENWB) have been issued, 292,053,229 to eligible shareholders and 15,637,084 to a Holding Account managed by the Company. All warrants were issued on a basis of two warrants for each share held on record date. The warrants are exercisable on or before 30 November 2021 at 9.00 cents per share for each warrant held. Further details are in the offer document.

59



NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)

Related party payables: 2019 2018$ $

Almond Draw Limited - 24,550 Brent King 1,870 116,492 Equity Investment Advisers Limited - 300 Moneyonline Limited 6,072 -

7,942 141,342

Other related party balances:2019 2018

$ $Term deposits held by directors and subsidiary directors 2,834,450 -

Loan receivable exposure to Pegasus Golf Limited 389,564 -

Transactions with related parties 2019 2018Related Party Type Transaction $ $

Directors of the Company1 Expense Directors fees1 56,783 -

Expense Directors fees 62,000 17,666

Expense Remuneration other than directors fees 296,684 68,441

Expense 55,626 -

Expense Recharge of expenses 36,035 4,888 Expense Consultant fees 44,775 -

Expense Recharge of salary costs 50,156 13,717 Expense Brokerage paid 23,638 4,435

Moneyonline Limited Expense Recharge of expenses 99,352 17,370 Snowdon Peak Limited Expense Commission expense - 220,500

Revenue Advertising fees 2,500 - Pegasus Golf Limited Revenue Fees and interest capitalised to loan balance 13,036 -

Revenue Advisory fees2 274,100 -

1Since 3 August 2018, the date of the reverse acquisition, refer to note 21.1.2Since 30 November 2018, the date Sports & Education Corporation Limited became a related party by virtue of common directorship.

Other related party transactions:

The group also had $2,985 payable to Equity Investment Advisers Limited included in accounts and other payables on the statement offinancial position (2018: $nil).

The above amounts payable to related parties are unsecured, interest-free and repayable on demand.

Directors of subsidiary companies

Equity Investment Advisers Limited

Directors and subsidiary directors

Interest paid or capitalised on term deposits investments held by related parties

Directors and subsidiary directorsAlmond Draw Limited

Sports and Education Corporation Limited2

Executive Directors and subsidiary Executive Directors

Campbell MacPherson Limited

Investment Research Group Limited (IRG) was acquired and became part of the Group on 19 December 2017. IRG was previously 100%owned by Brent King (Director). The consideration in relation to the acquisition was the issue of 1,100,000 CHL shares to Brent King at a fairvalue of $1 per share, and the payment of 100,000 bartercard trade dollars with a fair value of $100,000 (i.e. total consideration of$1,100,000). Refer to Note 21.3 for further details on the acquisition.

60



NOTE 19: RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)

Directors and other related parties received warrants issued on 11 December 2018 in the same ratio as all other shareholders in respect ofthe ordinary shares that they owned at that date (refer to note 18 (d)).

On 27 July 2018, an executive director of General Finance Limited contributed $150,000 towards a loan receivable of the Group on equalterms with the Group in respect of the proportion contributed. The loan contribution was repaid by the Group on 11 December 2018. Theproportion of interest in relation to the contribution totalled $5,039 and the proportion of fee income in relation to the contribution totalled$2,000.

As detailed in note 18 (a), on 7 December 2018 1,037,037 ordinary shares have been issued to Directors and Senior Managers for anaggregate subscription value of $70,000 and 7,850,111 ordinary shares have been issued to Borneo Capital Limited (Borneo) for an aggeratesubscription value of $529,883.

During the year ended 31 March 2018, 280,000 ordinary shares of Corporate Holdings Limited (CHL) were issued to Brent King forconsideration of $1 per share, and 1,000,000 shares were issued to Brent King with a fair value of $1 per share as part of the considerationfor the purchase of IRG (refer to note 21.3). During the year ended 31 March 2018, 100,000 ordinary shares of CHL were issued to theCompany (prior to the reverse acquisition described in Note 21.1) and 75,000 ordinary shares of CHL a were issued to Barter InvestmentsLimited for consideration of $1 per share. All of the shares of CHL (other than those already owned by the Company) were ultimatelyacquired by the Company (by issuing the Company's shares to CHL's shareholders) in the reverse acquisition transaction on 3 August 2018described in note 21.1. This included the 100,000 CHL shares that were owned by Garth Ward prior to 1 April 2017 (which had a par value of$0.01 per share at 1 April 2017). Refer to note 18 for further details on share capital and redeemable preference shares.

During the year ended 31 March 2018 2,000,000 CHL redeemable preference shares (type 1) were issued to Borneo Capital Limited forconsideration of $2,000,000. These redeemable preference shares were converted to ordinary CHL shares on 3 August 2018 and wereultimately purchased by the Company (by issuing the Company's shares to CHL's shareholders) in the reverse acquisition transaction on 3August 2018 described in note 21.1. Refer to note 18 for further details on share capital and redeemable preference shares.

61



NOTE 20: RECONCILIATION OF NET SURPLUS WITH CASH FLOWS FROM OPERATING ACTIVITIES

2019 2018$ $

Net loss after tax (458,088) (326,650)

Adjustment for non-cash and other itemsBad debts written off - loan receivables 12,388 - Movement in allowance for expected credit losses (31,844) 28,714 Deferred tax movement 1,965 (17,649)Income received in non-cash financial assets (165,600) - Expenses paid in non-cash financial assets 11,055 - Loss on acquisition of listed shell 405,280 - Interest on redeemable preference shares 47,479 57,775 Depreciation and amortisation 21,694 -

Adjustment for movements in working capital1

(Increase) / decrease in loan receivables (net advances) (8,516,032) 1,019,852 (Increase) / decrease in accrued interest on loans receivable (9,940) 24,194 (Increase) / decrease in capitalised loan fees (135,185) 62,850 (Increase) / decrease in capitalised interest (82,223) 141,933 (Increase) / decrease in accounts receivable (5,440) (554)(Increase) / decrease in prepayments and other current assets (14,237) (57,881)(Increase) / decrease in prepaid commission (19,286) (198)(Increase) / decrease in bartercard trade dollars 104,414 (3,139)Increase / (decrease) in income tax payable (114,786) (22,322)Increase / (decrease) in deferred income 63,849 (27,727)Increase / (decrease) in interest payable 7,177 11,273 Increase / (decrease) in related party payable (133,400) 45,799 Increase / (decrease) in accounts and other payables (22,519) 2,945

Net cash (outflow) / inflow from operating activities (9,033,279) 939,215

1Movements are net of working capital amounts acquired in business combinations (note 21).

NOTE 21: BUSINESS COMBINATIONS

21.1 Reverse acquisition of Corporate Holdings Limited

On 3 August 2018, General Capital Limited, acquired Corporate Holdings Limited through the issue of 104,323,240 ordinary shares to thevendors of Corporate Holdings Limited.

Under the terms of the Sale and Purchase agreement dated 28 May 2018, that was approved by shareholders at a Special Meeting on 31July 2018, the acquisition of Corporate Holdings Limited was settled by 104,323,240 ordinary shares in General Capital Limited.

For financial reporting purposes the directors have determined that due to the nature of the transaction and the parties involved that theacquisition should be classified as a "reverse acquisition" where Corporate Holdings Limited is treated as the acquirer of General CapitalLimited. The consolidated financial statements prepared following a "reverse acquisition" are issued under the name of the legal parent,General Capital Limited (the accounting acquiree), but are a continuation of the financial statements of Corporate Holdings Limited (theaccounting acquirer), a company that was incorporated and domiciled in New Zealand on 16 March 2017.

Under reverse acquisition accounting, the cost of the business combination is deemed to have been the incurred by the legal subsidiary,Corporate Holdings Limited (the accounting acquirer) in the form of equity instruments issued to the owners of the legal parent, GeneralCapital Limited, (the accounting acquiree). The consideration of $1,121,259 is the fair value of the shares that were issued in relation to thetransaction. The fair value of shares issued is calculated as the percentage of ownership of Corporate Holdings Limited forgone by its originalshareholders divided by the percentage of ownership of General Capital Limited obtained by CHL's shareholders in the transaction multipliedby the fair value of Corporate Holdings Limited on acquisition date. The difference between the deemed value of the shares issued and thefair value of net assets acquired of $405,280 is recorded as a loss in the Statement of Comprehensive Income.

62



NOTE 21: BUSINESS COMBINATIONS (CONTINUED)

Details of the transaction were:$

Fair value of consideration transferredShares issued as consideration 1,121,259 Total Consideration 1,121,259

Identified assets acquired and liabilities assumed- Cash and cash equivalents 85,735 - Other current assets 22,809 - Intangible assets - bartercard trade dollars (note 14) 693,313 - Accounts and other payables (85,878)Net assets acquired 715,979 Loss on acquiring listed shell 405,280

1,121,259

Contribution to Group results

21.2 Acquisition of General Finance Limited


Fair value of consideration transferredCash 4,721,834 Total Consideration 4,721,834

Identified assets acquired and liabilities assumed- Cash and cash equivalents 3,347,100

- Other current assets 2,374

- Finance receivables 9,869,743

- Deferred tax asset 14,466

- Intangible assets - non-bank deposit taker licence (note 14) 247,000

- Accounts and other payables (148,005)

- Income tax payable (91,658)

- Term deposits (9,842,915)

Identifiable net assets 3,398,105

Goodwill on acquisition 1,323,729 4,721,834

Identified assets acquired and liabilities assumed

Goodwill


The goodwill of $1,323,729 is related to the excess consideration over the fair value of net assets at the acquisition date and has been allocated to the finance CGU.

The primary reason for the business combination was to effect the reverse listing of Corporate Holdings Limited and its subsidiaries.

In the year ended 31 March 2018 General Finance Limited contributed revenue of $454,749 and a loss after tax of $13,658 included withinthe loss for the Group. Had the combination occurred from the beginning of the 31 March 2018 year, operating profit for General FinanceLimited included in the Group would have been $274,899 and revenue would have been $1,612,863.

On 19 December 2017, Corporate Holdings Limited acquired a non-bank deposit taker / residential mortgage lender, General FinanceLimited.

The fair value of the non-bank deposit taker licence has been determined using the multi-period excess earnings method.

Since the acquisition date General Capital Limited has contributed revenue of $2,538 and a loss after tax of $163,210 which is includedwithin the loss for the Group. Had the combination occurred from the beginning of the year ended 31 March 2019 , the operating loss forGeneral Capital Limited included in the Group would have been $421,177 and revenue would have been $3,750.

63



NOTE 21: BUSINESS COMBINATIONS (CONTINUED)

21.3 Acquisition of Investment Research Group Limited


Fair value of consideration transferredCorporate Holdings Limited ordinary shares issued 1,000,000

Intangible assets - bartercard trade dollars 100,000 Total Consideration 1,100,000

Identified assets acquired and liabilities assumed- Cash and cash equivalents 3,340

- Other current assets 21,177

- Investments in unlisted securities (allocated to corporate and other segment) 50,800

- Intangible assets - NZX sponsor license (note 14) 30,000

- Accounts and other payables (32,318)

Identifiable net assets 72,999

Goodwill on acquisition 1,027,001 1,100,000

Identified assets acquired and liabilities assumed

Goodwill


The goodwill of $1,027,001 is related to the excess consideration over the fair value of net assets at the acquisition date and has been allocated to the research and advisory CGU.

On 19 December 2017, Corporate Holdings Limited acquired an investment advisory services and investment research publishing business,Investment Research Group Limited. The business was previously owned by Brent King, Managing Director (refer to Note 19 - Related PartyBalances and Transactions).

In the year ended 31 March 2018, Investment Research Group Limited contributed revenue of $292,469 (of which $67,868 is eliminated ongroup consolidation) and a loss after tax of $254,206 included within the loss for the Group. Had the combination occurred from thebeginning of the 31 March 2018 year, the operating loss for Investment Research Group included in the Group would have been $335,570and revenue would have been $415,506 (of which $67,868 would have eliminated on group consolidation).

The fair value of the NZX sponsor licence has been determined using the replacement cost method.

64



NOTE 22: COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION

Consolidated statement of comprehensive incomeUnaudited prospective

Actual information*Year ended Year ended31 March 31 March

2019 2019 Variance$ $ $

Interest income 1,479,226 1,838,550 (359,324)

Interest expense (640,270) (873,887) 233,617

Net interest income 838,956 964,663 (125,707)

Fee and commission income 281,176 294,361 (13,185)

Fee and commission expense (92,332) (30,000) (62,332)

Net fee and commission income 188,844 264,361 (75,517)

Revenue from contracts with customers 347,702 325,000 22,702

Cost of sales (24,368) (25,000) 632

Gross profit from contracts with customers 323,334 300,000 23,334

Other income 28,163 23,000 5,163

Net revenue 1,379,297 1,552,024 (172,727)

(Increase) / decrease of provision in respect of finance receivables 19,456 (100,000) 119,456

Personnel expenses (603,011) (352,300) (250,711)

Occupancy expenses (90,176) (90,000) (176)

Depreciation (3,493) - (3,493)

Amortisation of intangibles (18,201) - (18,201)

Other expenses (603,152) (957,640) 354,488

Acquisition expenses (103,927) - (103,927)

Loss on acquiring listed shell (405,280) - (405,280) (1,807,784) (1,499,940) (307,844)

Profit before income tax expense (428,487) 52,084 (480,571)Income tax (expense) / benefit (29,601) (13,443) (16,158)

Net profit after income tax expense (458,088) 38,641 (496,729)

Other comprehensive income (14,862) 4,360 (19,222)

Other comprehensive income for the year (14,862) 4,360 (19,222)Total comprehensive income (472,950) 43,001 (515,951)

*Where applicable, amounts have been reclassified for consistency with 31 March 2019 consolidated financial statements.

Changes in the fair value of equity investments at fair value through other comprehensive income

Prospective consolidated financial statements were prepared for the Group within the disclosure document dated 16 July 2018 as part ofthe special meeting dated 31 July 2018. The prospective financial statements for the year ended 31 March 2019 are compared to the actualresults achieved for that year.

65



NOTE 22: COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)

Consolidated statement of financial positionUnaudited prospective

Actual information*as at as at

31 March 31 March2019 2019 Variance

$ $ $EquityShare capital 9,573,495 8,282,353 1,291,142 Retained earnings (805,973) 797,021 (1,602,994)Other reserves (14,862) - (14,862)Total equity 8,752,660 9,079,374 (326,714)

Assets Cash and cash equivalents 2,949,317 3,751,799 (802,482)Accounts receivables 19,246 245,474 (226,228)Finance receivables 17,277,204 23,259,044 (5,981,840)Other current assets 114,844 33,000 81,844 Income taxation receivable 45,450 - 45,450 Property, plant and equipment 6,176 - 6,176 Deferred tax asset 38,408 27,413 10,995

190,483 - 190,483 Intangible assets and goodwill 3,266,556 3,376,817 (110,261)

Total assets 23,907,684 30,693,547 (6,785,863)

Liabilities Accounts and other payables 246,624 189,978 56,646 Related party payables 7,942 - 7,942 Income taxation payable - 35,000 (35,000)Term deposits 14,900,458 21,389,195 (6,488,737)

Total liabilities 15,155,024 21,614,173 (6,459,149)Net assets 8,752,660 9,079,374 (326,714)

Consolidated summarised statement of changes in equityUnaudited prospective

Actual information*Year ended Year ended31 March 31 March

2019 2019 Variance$ $ $

Restated total equity as at 1 April 2018 4,680,722 7,286,373 (2,605,651)

Total comprehensive income for the year (472,950) 43,001 (515,951)Issue of share capital 3,044,888 1,750,000 1,294,888

Balance at 31 March 2019 7,252,660 9,079,374 (1,826,714)


Financial assets at fair value through other comprehensive income

66



NOTE 22: COMPARISON TO PROSPECTIVE FINANCIAL INFORMATION (CONTINUED)

Consolidated statement of cash flowsUnaudited prospective

Actual information*as at as at

31 March 31 March2019 2019 Variance

$ $ $

Cash flow from operating activities Interest received 1,376,467 1,777,878 (401,411)Receipts from customers 393,838 592,415 (198,577)Other income 27,783 - 27,783 Payments to suppliers and employees (1,587,300) (1,469,197) (118,103)Interest paid (585,614) (700,860) 115,246 Income tax paid (142,421) (42,254) (100,167)Finance receivables (net advances) (8,516,032) (14,618,310) 6,102,278

Net cash provided by operating activities (9,033,279) (14,460,328) 5,427,049

Cash flow from investing activities Acquisition of subsidiaries (net of cash acquired) 85,736 - 85,736 Purchase of property, plant and equipment (2,629) - (2,629)Purchase of software (32,742) - (32,742)

Net cash provided by / (used in) investing activities 50,365 - 50,365

Cash flow from financing activities Issue of ordinary shares 1,923,628 1,750,000 173,628 Issue of redeemable preference shares 5,058,474 11,362,076 (6,303,602)Term deposits (net receipts) - (116,626) 116,626

Net cash provided by financing activities 6,982,102 12,995,450 (6,013,348)

Reconciliation of cash and cash equivalents 4,950,129 5,216,677 (266,548)

(2,000,812) (1,464,878) (535,934) 2,949,317 3,751,799 (802,482)


Key drivers of variances:

The loss on acquiring listed shell expense of $405,280 arises due to the accounting treatment when a smaller company buys a largercompany (a "reverse acquisition"). It is effectively the cost attributed to the dilution effect that occurs, the details of which are set out innote 21.1. The prospective financial information was not prepared on the same basis, and instead was prepared as a simple combination ofthe consolidated prospective Corporate Holdings Limited group financial statements with the Company's prospective financial statements.

Cash and cash equivalents at beginning of the reporting period Net (decrease) / increase in cash and cash equivalents held during the reporting period

The growth in the finance receivables book and term deposit liabilities was not as fast as originally anticipated, which represents themajority of the variance in total assets and total liabilities. The slower than anticipated growth in the balance sheet also resulted in a lowernet interest margin ($125,707 lower than forecast) and net fee and commission income ($75,517 lower than forecast). Expenses (other thanthe loss on acquiring listed shell expense) were also approximately $97,436 lower than forecast due to the slower than anticipated growth.

Cash and cash equivalents at end of the reporting period

67



NOTE 23: COMMITMENTS AND CONTINGENT LIABILITIES

The Group has no other material commitments or contingent liabilities at reporting date.

NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE

-

-

- the operations, in financial years subsequent to reporting date, of the Group, or- the results of those operations, or- the state of affairs, in financial years subsequent to reporting date, of the Group.

The future aggregate minimum lease payments under non-cancellable operating leases were $7,013 as at 31 March 2018 payable in no laterthan 1 year.

There has been no other matter or circumstance, which has arisen since reporting date that has significantly affected or may significantlyaffect:

On 25 June 2019 12,650,000 GENWB Warrants were issued to Directors and Senior Managers of General Capital Limited and itssubsidiaries (including contractors, consultants, consultant companies, and any trustee or trustees of or for any of the foregoingpersons). The warrants were approved by the Company's shareholders in the 29 November 2018 shareholder meeting and were issuedfor no consideration on the same terms as the GENWB warrants as disclosed in Note 18 (d).

On 1 July 2019 the Company transitioned from its listing on the NZAX Market to the NZX Main Board.

The Group has no lease agreements in place as at 31 March 2019 and up to the date of these consolidated financial statements. Since June2018, the Group has been paying a share of office lease costs to Moneyonline Limited, a related company, based on an allocation of officespace utilised by the Company (refer to note 19). These costs are included in occupancy expenses in the statement of comprehensiveincome.

68

Ordinary shares

GENWA Warrants

GENWB Warrants

LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 10 July 2019)

Ordinary Shares

Rank Registered HolderOrdinary Shares

Held%

1 Borneo Capital Limited 40,390,111 26.25%2 Brent Douglas King 20,948,650 13.62%3 CFS NBDT Interest Limited 16,270,000 10.58%4 Belian Holdings Limited 9,077,869 5.90%5 Owen Arvind Daji 7,030,463 4.57%6 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant 6,511,945 4.23%7 Harrigens Trustees Limited 6,511,945 4.23%8 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis 6,290,524 4.09%9 John Tomson 6,289,722 4.09%10 Bruce Gregory Speers & Fiorano Trust Limited 4,289,723 2.79%11 Syed Hizam Alsagoff 4,000,000 2.60%12 Barter Investments Limited 3,562,470 2.32%13 Zhenhua Qian 3,030,303 1.97%14 Bruce Gregory Speers 2,222,222 1.44%15 Garth William Ward 1,672,455 1.09%16 Justin Andrew Cunningham & Andrew Mark Scott 1,637,000 1.06%17 Sii Yih Ting 1,480,000 0.96%18 Koon Weng Lee 1,291,325 0.84%19 Chu Kian Then 1,008,300 0.66%20 Robert Garry Hart & Sarah Dawn Wilkinson-Hart & Eth (Wilkinson-Hart) Trustees Limited 740,741 0.48%

144,255,768 93.77%

The Company had three classes of quoted financial products on issue as at 31 March 2019, during the year ended on that date,and up to the date of this Annual Report:

General Capital Limited ("the Company") was a listed company on the New Zealand Alternative Market (NZAX) during the yearended 31 March 2019 and subsequent to year end on 1 July 2019 has migrated to the NZX Main Board.


SHAREHOLDER AND STATUTORY INFORMATION

All ordinary shares rank equally with one vote attached to each ordinary share. Ordinary shares entitle the holder to participatein dividends and the proceeds on the winding up of the Company in proportion to the number of shares held.

Warrants are exercisable on or before 31 March 2020 at 7.75 cents per share for each warrant held. Warrants do not have anyvoting rights attached to them, nor do they have any entitlement to participate in dividends or the proceeds on the winding upof the Company.

Warrants are exercisable on or before 30 November 2021 at 9.00 cents per share for each warrant held. Warrants do not haveany voting rights attached to them, nor do they have any entitlement to participate in dividends or the proceeds on thewinding up of the Company.

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LARGEST HOLDERS OF QUOTED FINANCIAL PRODUCTS (as at 10 July 2019) (continued)

GENWA Warrants

Rank Registered HolderGENWA

Warrants Held%

1 Borneo Capital Limited 40,390,111 26.25%2 Brent Douglas King 20,948,650 13.62%3 CFS NBDT Interest Limited 16,270,000 10.58%4 Belian Holdings Limited 9,077,869 5.90%5 General Capital Limited1 7,778,542 5.06%6 Owen Arvind Daji 7,030,463 4.57%7 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant 6,511,945 4.23%8 Harrigens Trustees Limited 6,511,945 4.23%9 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis 6,290,524 4.09%10 John Tomson 6,289,722 4.09%11 Bruce Gregory Speers & Fiorano Trust Limited 4,289,723 2.79%12 Syed Hizam Alsagoff 4,000,000 2.60%13 Barter Investments Limited 3,562,470 2.32%14 Zhenhua Qian 3,030,303 1.97%15 Bruce Gregory Speers 2,222,222 1.44%16 Garth William Ward 1,672,455 1.09%17 Justin Andrew Cunningham & Andrew Mark Scott 1,637,000 1.06%18 Robert Garry Hart & Sarah Dawn Wilkinson-Hart & Eth (Wilkinson-Hart) Trustees Limited 740,741 0.48%19 Yada Holdings No 1 Limited 570,000 0.37%20 Robert Peter Nicolson 451,296 0.29%

149,275,981 97.03%

GENWB Warrants

Rank Registered HolderGENWB

Warrants Held%

1 Borneo Capital Limited 82,780,222 25.84%2 Brent Douglas King 43,897,300 13.70%3 CFS NBDT Interest Limited 32,540,000 10.16%4 Belian Holdings Limited 18,755,738 5.85%5 General Capital Limited1 15,557,084 4.86%6 Owen Arvind Daji 14,060,926 4.39%7 Grant Keith Baker & Donna Jean Baker & Lewis Thomas Grant 13,023,890 4.07%8 Harrigens Trustees Limited 13,023,890 4.07%9 Stephen John Sinclair & Jacqueline Margaret Sinclair & Roger Frederick Wallis 12,581,048 3.93%10 John Tomson 12,579,444 3.93%11 Bruce Gregory Speers & Fiorano Trust Limited 8,579,446 2.68%12 Syed Hizam Alsagoff 8,000,000 2.50%13 Barter Investments Limited 7,124,940 2.22%14 Zhenhua Qian 6,060,606 1.89%15 Bruce Gregory Speers 4,444,444 1.39%16 Garth William Ward 3,744,910 1.17%17 Justin Andrew Cunningham & Andrew Mark Scott 3,274,000 1.02%18 Robert Garry Hart & Sarah Dawn Wilkinson-Hart & Eth (Wilkinson-Hart) Trustees Limited 2,081,482 0.65%19 Donald Frederick Hattaway & Brian Robert Everett 1,198,446 0.37%20 Jonathan Brian Vijay Clark 1,148,148 0.36%

304,455,964 95.05%

1These GENWA and GENWB Warrants were issued to a holding account managed by General Capital Limited because some shareholderswere ineligible to receive the warrant offer to shareholders dated 3 December 2018. This is because they were not resident in New Zealandand hence were ineligible to receive a New Zealand offer. The Directors will take advice on how these warrants should be disposed of. Netproceeds (after deduction of costs) will be remitted to the ineligible shareholders on a pro-rata basis.

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SPREAD OF FINANCIAL PRODUCT HOLDERS (as at 10 July 2019)

Ordinary Shares

Size of HoldingNumber of

Shareholders%

Number of Ordinary Shares

%

1 - 1,999 534 73.4% 29,737 0.0%2,000 - 4,999 27 3.7% 73,564 0.0%5,000 - 9,999 61 8.4% 459,473 0.3%10,000 - 49,999 46 6.3% 1,086,738 0.7%50,000 - 99,999 14 1.9% 959,745 0.6%100,000 - 999,999 27 3.7% 7,721,029 5.0%1,000,000 - 9,999,999 16 2.2% 65,906,266 42.8%10,000,000 and over 3 0.4% 77,608,761 50.4%

728 100.0% 153,845,313 100.00%

Geographic SpreadNew Zealand 623 85.6% 146,576,482 95.3%Malaysia 67 9.2% 6,766,222 4.4%Rest of World 38 5.2% 502,609 0.3%

728 100.0% 153,845,313 100.00%

GENWA Warrants

Size of HoldingNumber of Product

Holders %Number of

GENWA Warrants %

1 - 1,999 522 83.4% 21,690 0.0%2,000 - 4,999 12 1.9% 29,811 0.0%5,000 - 9,999 25 4.0% 170,744 0.1%10,000 - 49,999 23 3.7% 562,055 0.4%50,000 - 99,999 10 1.6% 727,011 0.5%100,000 - 999,999 17 2.7% 4,820,058 3.1%1,000,000 - 9,999,999 14 2.2% 69,905,183 45.4%10,000,000 and over 3 0.5% 77,608,761 50.4%

626 100.0% 153,845,313 100.00%

Geographic SpreadNew Zealand 624 99.7% 153,775,313 100.0%Rest of World 2 0.3% 70,000 0.0%

626 100.0% 153,845,313 100.00%

GENWB Warrants

Size of HoldingNumber of Product

Holders %Number of GENWB

Warrants %

1 - 1,999 518 81.3% 34,984 0.0%2,000 - 4,999 9 1.4% 32,830 0.0%5,000 - 9,999 6 0.9% 35,172 0.0%10,000 - 49,999 36 5.7% 687,580 0.2%50,000 - 99,999 11 1.7% 757,880 0.2%100,000 - 999,999 35 5.5% 12,196,216 3.8%1,000,000 - 9,999,999 12 1.9% 47,796,422 14.9%10,000,000 and over 10 1.6% 258,799,542 80.8%

637 100.0% 320,340,626 100.00%

71



SPREAD OF FINANCIAL PRODUCT HOLDERS (as at 10 July 2019) (Continued)

GENWB WarrantsGeographic SpreadNew Zealand 635 99.7% 320,200,626 100.0%Rest of World 2 0.3% 140,000 0.0%

637 100.0% 320,340,626 100.00%

SUBSTANTIAL PRODUCT HOLDERS (at 31 March 2019)

The following information is provided pursuant to section 293 of the Financial Markets Conduct Act 2013.

Ordinary Shares

% of voting (ordinary) shares at

balance dateGENWA

WarrantsGENWB

Warrants

Borneo Capital Limited 40,390,111 26.25% 40,390,111 80,780,222 Brent Douglas King 20,948,650 13.62% 20,948,650 41,897,300 CFS NBDT Interest Limited 16,270,000 10.58% 16,270,000 32,540,000 Belian Holdings Limited 9,077,869 5.90% 9,077,869 18,155,738

86,686,630 86,686,630 173,373,260

DIRECTORS' REMUNERATION AND OTHER BENEFITS

Directors Fees1Other

Remuneration2

$ $Rewi Hamid Bugo 19,000 -

Brent Douglas King2 15,083 159,529 Huei Min Lim 18,821 - Graeme Iain Brown 17,583 - Simon John McArley 18,821 -

89,308 159,529

$Base salary 120,000 Car allowance 8,000

Commission3 27,350 Other 4,179

159,529

1Directors fees above are for the full year ended 31 March 2019 for General Capital Limited (formerly named Mykco Limited). Directors feesdisclosed in the financial statements are only since 3 August 2018, the date of the reverse acquisition of Corporate Holdings Limited. Refer to the related party balances and transactions and business combinations notes in the financial statements for further details.

2Other remuneration paid to Brent King comprises salaries and other benefits paid to Brent King in his capacity as Managing Director ofGeneral Capital Limited and its subsidiaries. Brent King's other remuneration is broken down further as follows:

As at 31 March 2019, the following shareholders are registered by the company as Substantial Product Holders in the Company, havingdisclosed a relevant interest in quoted voting products under the Financial Markets Conduct Act 2013.

72



DIRECTORS' REMUNERATION AND OTHER BENEFITS (Continued)

Other entitlements of the Managing Director:

DIRECTORS DEALINGS IN QUOTED FINANCIAL PRODUCTS DURING THE YEAR ENDED 31 MARCH 2019

Date of Transaction

Number of Financial Products

Acquired / (disposed)

Consideration (received) / paid

$ Relevant Interest

Rewi Hamid Bugo1 3/08/2018 32,540,000 Note 5 Note 1Brent Douglas King2 3/08/2018 20,948,166 Note 5 Note 2Brent Douglas King3 3/08/2018 1,220,265 Note 5 Note 3Rewi Hamid Bugo1 7/12/2018 Ordinary shares 7,850,111 $529,883 Note 1Brent Douglas King2 3/08/2018 484 $33 Note 2Graeme Iain Brown4 10/12/2018 5,808,390 $374,850 Note 4Rewi Hamid Bugo1 11/12/2018 GENWA Warrants 40,390,111 Note 6 Note 1Brent Douglas King2 11/12/2018 GENWA Warrants 20,948,650 Note 6 Note 2Brent Douglas King3 11/12/2018 GENWA Warrants 3,562,470 Note 6 Note 3Graeme Iain Brown4 11/12/2018 GENWA Warrants 9,077,869 Note 6 Note 4Rewi Hamid Bugo1 11/12/2018 GENWB Warrants 80,780,222 Note 6 Note 1Brent Douglas King2 11/12/2018 GENWB Warrants 41,897,300 Note 6 Note 2Brent Douglas King3 11/12/2018 GENWB Warrants 7,124,940 Note 6 Note 3Graeme Iain Brown4 11/12/2018 GENWB Warrants 18,155,738 Note 6 Note 4

Relevant Interests

Transaction details

3Brent King is entitled to a commission payment of 10% of all fee income earned by the Group. For the avoidance of doubt, thisexcludes any fees earned by General Finance Limited in relation to its lending business. $11,055 of the above commission amount waspaid by transferring shares of Sports & Education Corporation Limited to Brent King (i.e. a portion of the shares that were received bythe Group for fees in relation to an advisory project).

Brent King is also entitled to a profit share of 8% of any amount by which the Group's net profit after tax exceeds the benchmark forthat year. That benchmark is the total equity of the Group at the commencement of the year, multiplied by the Official Cash Rate (setby the Reserve Bank of New Zealand) plus 10% per annum. These amounts are to be paid quarterly based on estimates calculated bythe Group Chief Financial Officer. During the year ended 31 March 2019, there were no such payments made to the Managing Director(the Group made a loss in the financial year).

Ordinary shares

5Shares issued in relation to the acquisition of Corporate Holdings Limited, whereby the vendors in the transaction (shareholders ofCorporate Holdings Limited) received 16.27 ordinary shares in the Company in return for each share they owned in Corporate HoldingsLimited. This transaction was completed and announced to the market on 3 August 2018.

6One GENWA Warrant and two GENWB warrants were issued for each ordinary share held by eligible shareholders on the record date (10December 2018) for no consideration.

4Deemed relevant interest by virtue of Graeme Iain Brown owning more than 20% of the voting products of Belian Holdings Limited (theregistered holder).

Ordinary sharesOrdinary shares

Financial Product

Ordinary shares

1Deemed relevant interest by virtue of Rewi Hamid Bugo owning more than 20% of the voting products of Borneo Capital Limited (theregistered holder).2Brent Douglas King as the registered holder and beneficial owner.3Deemed relevant interest by virtue of Brent Douglas King being a director of Barter Investments Limited (the registered holder).

Ordinary shares

73



DIRECTORS QUOTED FINANCIAL PRODUCT HOLDINGS AT 31 MARCH 2019

Ordinary SharesGENWA

WarrantsGENWB

Warrants

Rewi Hamid Bugo1 40,390,111 40,390,111 80,780,222

Brent Douglas King2 20,948,650 20,948,650 41,897,300

Brent Douglas King3 3,562,470 3,562,470 7,124,940

Graeme Iain Brown4 9,077,869 9,077,869 18,155,738 73,979,100 73,979,100 147,958,200

Relevant Interests

OTHER DIRECTORSHIPS HELD BY DIRECTORS

Rewi Hamid BugoGeneral Capital Limited Didi Automotive Sdn Bhd Sara Gemilang Sdn BhdSarawak Consolidated Industries Berhad Era Malindo Sdn Bhd Sarasiana Holdings Sdn Bhd Thriven Global Berhad Gading Kapital Sdn Bhd Sarawakiana Holdings Sdn Bhd Aventura Properties Limited SCIB Concrete Manufacturing Sdn BhdBay of Islands Property Limited Lamacipta Sdn Bhd SCIB Holdings Sdn BhdBorneo Capital Limited Mesti Perkasa Sdn Bhd SCIB Industrialised Building System Sdn BhdBorneo Investments Limited Pacific Unit Sdn Bhd Sego Holdings Sdn BhdCorporate Holdings Limited Parklane Properties Sdn Bhd Space Craft Sdn BhdGA Sego Limited Petra Jaya Properties Sdn Bhd Strategen Services Sdn BhdInlet Contractors Limited PJP Dua Sdn Bhd Syn Tai Hung Borneo Sdn BhdInlet Estate Limited Profile Equity Sdn Bhd Telaga Air Resourses Sdn BhdNorthern Properties (2007) Limited Transnational Insurance Brokers (M) Sdn BhdSego Holdings (NZ) Limited Trombol Resort Sdn BhdSelwyn Residential Limited Reignvest Corporation Sdn Bhd Warble Resources Sdn BhdBillion Jasa Sdn Bhd Rekaruang Sdn BhdDelima Pelita Sdn Bhd Santubong Properties Sdn BhdDidi Resources Sdn Bhd Santubong Suites Sdn Bhd

Graeme Iain BrownAventura Properties Limited Keresa Mill Sdn Bhd Sarawakiana Holdings Sdn Belian Holdings Limited Keresa Plantations Sdn Bhd Sarawakiana Leisure Sdn Bhd General Capital Limited Keresa Sdn Bhd Sarawakiana Management Sdn Bhd Waddell Holding Ltd Malesiana Tropicals Sdn Bhd Sarawakiana Realty Sdn BhdAlkaz Sdn Bhd Pascali Sdn Bhd Tera Management Sdn Bhd Asian Acids Pte Ltd Pesaka Energy Solutions Sdn Bhd Waddell Holding Sdn Bhd Asian Corn Sdn Bhd PFS Energy (Malaysia) Sdn Bhd Waddell Holdings Pte Ltd Borneo Plant Technology Sdn Bhd Premier Space Sdn Bhd Yun Ming Wood Industries Sdn Bhd Earth Energy Renewables LLC Pro-Formula Sdn BhdGrand Evermore Sdn Bhd Rajang Wood Sdn Bhd

Ik Chin Travel Services (K) Sdn Bhd

Property Plus Marketing Services Sdn Bhd

2Brent Douglas King as the registered holder and beneficial owner.

4Deemed relevant interest by virtue of Graeme Iain Brown owning more than 20% of the voting products of Belian Holdings Limited (theregistered holder).

3Deemed relevant interest by virtue of Brent Douglas King being a director of Barter Investments Limited (the registered holder).

1Deemed relevant interest by virtue of Rewi Hamid Bugo owning more than 20% of the voting products of Borneo Capital Limited (theregistered holder).

74



OTHER DIRECTORSHIPS HELD BY DIRECTORS (Continued)

Brent Douglas KingA.I.S. Limited General Finance Limited Kohaus LimitedAskridge Holdings Limited General Finance & Leasing Limited Moneyonline LimitedBarter Investments Limited General Finance & Investments Limited Mykco LimitedCommercial and General Limited General Leasing Limited Snowdon Peak Investments LimitedCorporate Holdings Limited General Loan & Finance LimitedEquity Investment Advisers Limited Investment Research Group LimitedGeneral Capital Limited King Capital & Investment Corporation Limited Transaction Holdings Limited

Huei Min LimF H Holdings Limited Other Appointments:FH Nominees Limited Asia New Zealand Foundation Forest Administration Limited Auckland Regional Amenities Funding BoardGeneral Capital Limited Auckland University of Technology CouncilHartajaya Investments Limited Kaya Investments Limited Restaurant Brands New Zealand Limited

Simon John McArleyBeaconsfield Nominees Limited General Capital LimitedProspect Road Investments Limited Prospect Road Services Limited

EMPLOYEE REMUNERATION

Remuneration Range 2019 2018$120,000 - $129,999 1 0$130,000 - $139,999 1 0

NZX Waivers

There were no waivers relied upon by the Company in the year ended 31 March 2019.

Further details on class waivers issued by the NZX can be found on the NZX website.

- A waiver from the release dates prescribed in the NZX Main Board Rules dated 1 January 2019 in relation to the Company's 31 March 2019results announcement and 31 March 2019 Annual Report provided the release dates prescribed in the NZAX listing rules are met.

Certain class waivers have been issued by the NZX for migrating entities from the NZAX to the NZX Main Board. These have been applied bythe Company since 1 July 2019, the date that the Company migrated to the NZX Main Board. The waivers included:

- A waiver from the requirement to update the Company's constitution for the requirements of the NZX Main Board rules dated 1 January2019 until the next Annual or Special Meeting, provided the Company complies with the Rules from migration date.

During the year ended 31 March 2019, the number of employees or former employees of the Group not being directors of General CapitalLimited (but including Executive Directors of Subsidiaries), who received remuneration and other benefits in their capacity as employees, thevalue of which exceeded $100,000 for the year was as follows:

Number of Employees

Sports & Education Corporation Limited

75

REGISTERED OFFICE: General Capital LimitedLevel 7, Swanson House12-26 Swanson StreetAuckland 1010New Zealand

PO Box 1314Shortland StreetAuckland 1010New Zealand

Email: [email protected]: www.gencap.co.nzPhone: (09) 526 5000

AUDITOR: Baker Tilly Staples RodwayLevel 9, Tower Centre45 Queen StreetAuckland CBDAuckland 1010

LAWYERS: Lowndes LimitedLevel 5, Lowndes House18 Shortland StreetAuckland CBDAuckland 1010

SHARE REGISTER: Computershare Investor Services LimitedLevel 2, 159 Hurstmere RoadTakapunaAuckland 0622

BANKERS: Bank of New Zealand

ANZ Bank New Zealand LimitedASB Bank LimitedWestpac New Zealand LimitedHeartland Bank Limited

GENERAL CAPITAL LIMITED (formerly Mykco limited)CORPORATE DIRECTORY

76

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